Governance Guidelines



Director Qualification Standards

  1. A majority of directors of the Company must be "independent" directors. A director will be deemed to be "independent," unless otherwise determined by the Company's other "independent" directors, if during the last three years,
  a. the director was not an employee of the Company nor was any member of the director's immediate family an executive officer of the Company;
  b.  neither the director nor any member of his or her immediate family received more than $100,000 in direct compensation from the Company other than director and committee fees or deferred compensation for prior employment which deferred compensation is not contingent on continued service;
  c.  neither the director nor any member of his or her immediate family was affiliated with or employed in a professional capacity by a former internal or external accountant to the Company;
  d.  neither the director nor a member of his or her immediate family was employed by a company on whose board of directors an executive officer of the Company served;
  e. the director was not employed by a company, and no member of the director's immediate family was an executive officer of a company, which made payments to or received from the company which, in any fiscal year, was in excess of the greater of $1,000,000 or 2% of either company's consolidated gross revenues.
  f. Neither the director nor a member of his or her immediate family is serving as a trustee, director, officer or employee of a charity which has received contributions of more than $1,000,000 in any one year in the past five years from the Company or its officers;
  1. The three-year look back period shall not apply until subsequent to November 3, 2004. Prior thereto, the Company shall apply a one year "look back" period for each of the above standards.
    For purposes of this provision, "immediate family" shall include only a person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than domestic employees) who shares such person's home.
  2. The foregoing shall be referred to as the "Standards of Independence."
  3. No more than one director of the Company shall be an employee of the Company.
  4. Directors must have such education, training, experience, skills and expertise as will allow him or her to perform the duties of a director.
  5. No director shall serve as a chair of a particular committee for more than three years.
  6. No member of the Company's Audit Committee shall serve on the Audit Committee of more than two other companies.
  7. Candidates should be evaluated in light of the entirety of their credentials, including several of the following.

  a. Integrity and independence
  b.  Ability and willingness to devote sufficient time to Board and Committee duties.
  c.  Contribution to the diversity and culture of the Board.
  d.  Relevant educational background
  e.

Relevant business and professional achievements, knowledge and background, particularly in light of the principal current and prospective business of Cenveo and the strategic challenges that it faces. These could include,

  • General management experience.
  • Management of a multi-billion dollar enterprise.
  • Management of a multi-location enterprise.
  • Management of a large work force (10,000+).
  • Change management experience (including business strategy change and business culture change).
  • Graphic arts experience.
  • Corporate finance experience including balance sheet restructuring.
  • Acquisition and divestiture experience.
  f. Capability to contribute expertise to one or more of the Board committees.
  g. Willingness to accept the Board's policies regarding the number of boards on which a member or candidate may serve.

Director's Responsibilities

  1. Directors are expected to attend all regularly scheduled meetings of the Board and committees of which they are members except in emergencies and to attend special meetings except in the event of a pre-existing conflict or emergency.
  2. Meeting dates for regular scheduled meetings shall be set at least eleven months in advance.
  3. Regular Board meetings shall be no less frequent than quarterly and shall be scheduled for no less than eight hours.
  4. To the extent reasonably possible, the members of the Board and each Committee shall be provided with an agenda and all relevant materials related to the matters to be discussed and actions to be taken at a regularly scheduled meeting no less than 72 hours prior to the meeting.
  5. To the extent reasonably possible, the members of the Board or Committee shall be provided with an agenda and all relevant materials related to matters to be discussed or actions to be taken at a special meeting at least 24 hours prior to such special meeting.
  6. To the extent reasonably possible, members of the Board shall be provided drafts of all material initial filings to be made with the S.E.C. under the '33 Act and all Form 10Ks and Form 10Qs at least 72 hours prior to the proposed filing time. Drafts of any amendments to filings under the '33 Act should be provided at least 24 hours prior to filing. Each director is expected to review such filings and convey any comments or questions to management at least 24 hours prior to the indicated filing time.
  7. Members of the Board are expected to review all materials sent to them prior to a meeting before such meeting and be prepared to actively participate in the meeting.
  8. In addition to attendance at regular and special meetings of the Board, members of the Board are encouraged to remain informed about the Company and its financial results by participating in scheduled update calls or discussions with senior management.
  9. The non-management directors (which may include directors who are not independent directors) shall meet in executive session at all regularly scheduled Board meetings, and otherwise as needed. Such sessions shall be chaired by an independent director and, beginning with the February 2004 meeting, on a rotating basis in order of seniority with directors having the same seniority serving in alphabetical order based on last names. Such chair shall also establish an agenda for such meetings. If the non-management directors include any director who is not an independent director, the independent directors shall also meet in executive session at least once each year, and otherwise as needed.

Director Access to Management and, as necessary, Independent Advisors

  1. Each director shall have the opportunity and authority to communicate directly with any executive officer, the general counsel, the controller, treasurer or head of internal audit of the Company and any segment of the Company.
  2. Each Committee chair shall have the opportunity and authority to communicate directly, at the Company's expense, with the Company's outside legal counsel, auditors and other independent advisors.

Director's Compensation

  1. Independent directors shall be entitled to reasonable and customary compensation for the performance of their duties. The Compensation Committee shall periodically review through the use of surveys or consultants whether director compensation remains reasonable and customary based on the compensation paid directors for comparable companies and whether these guidelines remain appropriate.
  2. Director compensation may be in the form of cash, stock of the Company or options for stock of the Company.
  3. Committee chairs may receive additional reasonable and customary compensation for their services.
  4. Independent directors shall be entitled to reimbursement for their reasonable expenses in attending meetings or performing their duties including expenses incurred in connection with meeting these guidelines, continuing education and development requirements.
  5. Directors who are employees of the Company shall receive no additional compensation for serving as directors.
  6. Independent directors shall not be entitled to any compensation for services rendered to the Company except as provided herein.
  7. Each Director shall also be entitled to direct in kind contributions to charitable organizations with a value not in excess of $5,000 per year. Additional contributions will be subject to approval of the Board in accordance with the Company's Code of Business Conduct and Ethics.

Director Orientation and Continuing Education and Development

  1. Within three months of being elected to the Board, a director shall complete an orientation program prepared by management of the Company, which orientation program shall include at least the following:

  a. A meeting with the CEO to obtain an overview of the Company, its business and its strategic plan.
  b.  A meeting with the CFO to review in detail the Company's financial condition, capital structure, historical results of operations, budgets and< forecasts and financial trends.
  c.  A meeting with the Chief Legal Officer or General Counsel to review the Company's policies and procedures, applicable laws, rules and regulations relating to the Company or its Board including these Guidelines and the Company's Code of Ethics and Business Conduct.
  d.  A meeting with the Vice President of Human Resources to review the Company's employment policies and practices including compensation and benefit practices.
  e.

A meeting with the President or CFO of each segment of the Company to review that segment's business, markets, risks, strategic plans, financial performance and budgets.

  f.

A tour of representative facilities and a meeting with a cross-section of management, sales and line employees.

  g.

A meeting or phone conversation with the chair of each committee of the Board.

  1. Annually each director shall participate, at the Company's expense, in at least 7 hours of approved continuing education and development programs or seminars or Company leadership workshops. Such programs, seminars or workshops shall be approved in advance by the chair of the Governance and Nominating Committee (or in the case of programs, seminars or workshops to be attended by such chair, by another member of the Governance and Nominating Committee.) Such programs, seminars or workshops shall cover one of the following topics:

  a. The roles and responsibilities of directors of public companies.
  b. 

Finance and/or accounting.

  c. 

Compensation and/or benefits.

  d. 

The printing industry generally or the markets the Company serves.

  e.

Management workshops for Company executives.

  f.

Recent economic or political trends, policies or developments.

Management Succession

  1. A primary responsibility of the Board of Directors of the Company is to ensure that the Company has in place at all times a management succession plan in the event of the illness, sudden death, or resignation of the Company's CEO and other key executives and employees. The succession plan should be known at all times to the members of the Board and senior management of the Company as well as other parties who may need to know who to contact or who may act and speak for the Company in such event.
  2. In the event the Company's CEO is no longer able to serve due to death, illness or resignation, the person named to succeed the CEO in the Company's succession plan shall serve. The Company's Governance and Nominating Committee shall, as soon as practicable, conduct a search for a successor which search may include existing employees of the Company.
  3. No agreement may be entered into with any person promising that such person shall succeed to the position of CEO without the approval of the majority of the Company's independent directors.

Board and Management Evaluation

  1. The consistent evaluation of the performance of the Board, its members and the Company's CEO (and his or her successors named in the Company's succession plan) shall be a critical function of the Board. To that end, the Governance and Nominating Committee shall no less than annually cause the Board to do a self-evaluation of the Board and its Committees. The results of each Board self-evaluation shall be reported to the entire Board and the CEO and discussed at a regular Board meeting.
  2. The Compensation Committee shall do an annual review of the Company's CEO (and named successors.) The results of such reviews shall be discussed with the persons reviewed and the entire Board.