AUDIT COMMITTEE CHARTER
The Audit Committee is appointed by the Board of Directors (the “Board”) to monitor (1) the integrity of the financial statements of the Company, (2) the independence and qualifications of the Company’s independent auditors, (3) the performance of the Company’s internal and external auditors and (4) the compliance by the Company with legal and regulatory requirements.
The Audit Committee shall consist of at least three members. The members of the Audit Committee shall be appointed by the Board and shall possess the independence and other qualifications required by the New York Stock Exchange and applicable laws and regulations.
The Audit Committee shall have the authority, without seeking Board approval, to retain independent legal, accounting or other advisors to the extent that the Audit Committee deems necessary or appropriate in fulfilling its duties, and the Company shall provide funding, as determined by the Audit Committee, for the payment of compensation to such advisors.
The Compensation Committee (the “Committee”) shall review and approve the Company’s compensation philosophy. It is charged with the broad responsibility for assuring that officers and key management personnel are effectively compensated in terms that are motivating, internally equitable and externally competitive. The Committee shall approve all compensation of executive officers; set the criteria for awards under incentive compensation plans and determine whether such criteria have been met. The Committee will generally oversee policies and practices of the Company that advance its organizational development, including those designed to achieve the most productive engagement of the Company’s workforce.
The purpose of the Nominating & Governance Committee (the “Committee”) is (1) to assist the Company’s Board of Directors (the “Board”) in establishing criteria and qualifications for potential Board members, (2) to identify high quality individuals who have the core competencies and experience to become members of the Board and to recommend to the Board the director nominees for the next annual meeting of stockholders; (3) to establish corporate governance practices in compliance with applicable regulatory requirements and consistent with the highest standards, and recommend to the Board the corporate governance guidelines applicable to the Company; (4) to lead the Board in its annual review of the performance of the Board and management; and (5) to recommend to the Board director nominees for each committee.
The Chief Executive Officer and the Chief Financial Officer (the “Officers”) hold important and elevated roles in corporate governance. The Officers are vested with both the responsibility and authority to protect, balance and preserve the interests of all of the Company’s stakeholders, including shareholders, clients, employees, suppliers and citizens of the communities in which business is conducted. The Officers fulfill this responsibility by prescribing and enforcing the polices and procedures employed in the operation of the Company’s financial organization.
This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees of the Company. All of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by the Company’s agents and representatives, including consultants.
If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with the Code. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.
Those who violate the standards in this Code will be subject to disciplinary action. If you are in a situation, which you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 13 of this Code.
These corporate governance guidelines, which are guidelines rather than rules, describe the core principles for the governance of Agree Realty Corporation. Detailed statements governing the legal relationship of the board to our shareholders and management and the functions of the board and its committees are set forth in the company’s articles of incorporation and bylaws, charters of the committees established by the board, and more detailed guidelines, policies or procedures adopted by the board from time to time.