The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Agree Realty Corporation (the “Company”) 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 Compensation Committee (the “Committee”) of Agree Realty Corporation (the “Company”) 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”) of Agree Realty Corporation (the “Company”) 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; (5) to recommend to the Board director nominees for each committee; and (6) to oversee the evaluation of the Board, including its committees, and management of the Company.
For ease of use, references in this policy to the “Company” means Agree Realty Corporation, Agree Limited Partnership and their direct and indirect subsidiaries and affiliates.
U.S. federal securities laws prohibit the purchase or sale of securities of a company by persons in possession of material, nonpublic information about such company, or the disclosure of material nonpublic information about a company to another person who then trades in its securities (together referred to herein as “insider trading”). Insider trading violations are pursued vigorously by regulatory authorities and sanctions can be severe. Those subject to sanctions include the persons illegally trading, persons who tip material nonpublic information to other persons who illegally trade, and potentially companies and other controlling persons if they fail to take reasonable steps to prevent insider trading.
The Company recognizes that the Company’s directors (“Directors”), officers and other employees will invest in and hold securities of the Company and encourages them to do so as a long-term investment. However, in order to insulate the Company and such persons from sanctions for insider trading, as well as to prevent any appearance of improper conduct by any such persons, the Company has adopted an Insider Trading policy.
This Code of Business Conduct and Ethics (“Code”) 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, executive officers and directors and certain agents and representatives, including consultants (collectively, “Covered Persons”), of Agree Realty Corporation (the “Company”). All Covered Persons must conduct themselves accordingly and seek to avoid even the appearance of improper behavior.
These corporate governance guidelines, which are guidelines rather than rules, describe the core principles for the governance of Agree Realty Corporation (the “Company”). Detailed statements governing the legal relationship of the Board of Directors (the “Board”) to our stockholders 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.
Agree Realty is committed to respecting human rights in accordance with the UN Guiding Principles on Business and Human Rights for employees. We believe that all persons are entitled to be treated with dignity and respect. Our Human Rights Policy is in conjunction with our Employee Handbook, the Code of Business Conduct and Ethics, and all relevant policies and procedures. These policies drive engagement with key stakeholders, clients, colleagues, suppliers, and investors.
Agree Realty Corporation (the “Company”) strongly encourages all its employees to report immediately to a member of the Audit Committee of the Board of Directors of the Company (the “Committee”) or the President and Chief Executive Officer of the Company any concerns an employee has regarding possible illegal, unlawful, or unethical conduct that either has occurred or is occurring. All employees will be free from all types of retaliation for making a good-faith report to a member of the Committee or the President and Chief Executive Officer. Moreover, any employee who the Company determines knew or should have known of possible illegal, unlawful, or unethical conduct and failed to report such conduct immediately to a member of the Committee or the President and Chief Executive Officer, will be subject to discipline, up to and including termination of employment.
The Company’s ESG Policy formalizes Agree’s commitment to responsible business practices in the following areas: 1) Environmental and Climate-Risk Matters; 2) Social Responsibility; & 3) Corporate Governance
Our ESG program is aligned with the Company’s values and further promotes our goals. By advancing our ESG initiatives we aim to strengthen relationships with tenants, communities, and stockholders, retain key talent, and reduce our cost of capital.
The primary objective of the ESG Steering Committee (the “Committee”) is to support Agree Realty Corporation’s (the “Company” or “Agree”) continued commitment to environmental, social and governance matters. The Committee is responsible for defining the ESG policies, practices, and disclosure of the Company. The Committee will help guide the development and implementation of the Company’s ESG roadmap and assist the Company’s leadership team and the Nominating & Corporate Governance Committee of the Board of Directors (the “NCGC”) with setting the overarching ESG strategy for the Company.
Agree Realty Corporation (the “Company”) operates in a wide range of legal and business environments, many of which pose challenges to our ability to conduct our business operations with integrity. As a Company, we strive to conduct ourselves according to the highest standards of ethical conduct. Throughout our operations, the Company seeks to avoid even the appearance of impropriety in the actions of our directors, officers, employees, and agents.
Agree Realty Corporation (the “Company”) recognizes that Related Party Transactions (as defined below) can present potential or actual conflicts of interest and create the appearance that Company decisions are based on considerations other than the best interests of the Company and its shareholders. Therefore, the Company has adopted this Related Party Transactions Policy to ensure that all Related Party Transactions shall be subject to review, approval or ratification.