About Kimball

Board Responsibilities

A. General Authority

The Board is elected by the shareholders to protect their interests through counsel and direction to the management of the Company with a long-term view toward the Company's success and prosperity. The Board’s role is to oversee the management and governance of the Company and to monitor performance of senior management.

B. Delegation

The Board has delegated certain functions to committees of the Board, and primarily delegates to the Chief Executive Officer, working in conjunction with all the other officers and employees of the Company, the authority and responsibility for the day-to-day management of the business of the Company consistent with our Guiding Principles. Major matters affecting the Company require approval of the Board of Directors, and in some instances, approval of the shareholders.

C. Core Responsibilities

Among the Board’s core fiduciary responsibilities are the following:

  • Select individuals for Board and committee membership and evaluate the performance of the Board, its committees, and individual directors;
  • Select, monitor, evaluate and compensate senior management;
  • Assure management succession planning is adequate;
  • Review and approve significant corporate actions;
  • Review, approve and monitor implementation of management’s strategic plans;
  • Monitor corporate performance and evaluate results compared to the strategic plans and other long-range goals;
  • Review the Company’s financial controls and reporting systems, oversee the audit function and hire the external auditor;
  • Review and approve the Company’s financial statements and financial reporting;
  • Review the Company’s governance policies, ethical standards and legal compliance programs and procedures;
  • Oversee the Company’s management of enterprise risk; and
  • Monitor relations with shareholders, employees and the communities in which the Company operates.


Kimball International CORPORATE SOCIAL RESPONSIBILITY
Kimball

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