Our View on Governance

Corporate "governance" by its very nature starts at the top of an organization.  At CMS it begins with the Board of Directors which is accountable to our shareholders.

The day-to-day business operations are the responsibility of the Chief Executive Officer with the support of the other Officers and our employees.  The goal of our corporate governance measures is to ensure that our Directors and our Officers are closely aligned with the interests of our shareholders and are focused on the long-term success of the Corporation.  Both the Board of Directors and management of the Corporation recognize that responsibly addressing the concerns of stakeholders and other interested parties including employees, customers, government officials, communities and the public advances the long-term interests of our shareholders.

One of the documents used to express that alignment is our Corporate Governance Principles which are reviewed at least annually and revised by our Board of Directors to incorporate developing best practices of our corporate peers.  The Principles define the role of the Board of Directors, as well as the roles of its non-executive Chairman, Presiding Director and Chief Executive Officer.  They also describe the duties, meeting expectations, access to information, compensation and evaluation of the Board, its committees and their members.  The Principles also reference the Board’s Majority Voting Policy which is also included in the Articles of Incorporation.  The Committees of the Board of Directors have responsibilities delegated to them by the Board as contained in the Committee Charters, although various procedural aspects common to all Committees are also consolidated in the Principles.

Two key governance documents are its Articles of Incorporation and Bylaws.  The Articles of Incorporation contain legal requirements concerning the Corporation, including our formal purpose, place of business, authorized capital and the rights of shareholders.  The Bylaws provide the basic rules and framework for governing the Board and management.

While the responsibility and accountability for corporate governance begins with the Board of Directors and Officers, it permeates every level of the CMS organization. There are two Codes of Conduct - one for Directors and one for Employees.  More than handbooks of company policies and procedures, the Codes of Conduct were written as the guiding light for “values-based” decision making and proper business conduct.  There are also Third Party Ethics and Compliance Guidelines.

Our Shareholder Communications procedures permit shareholders and other parties to communicate with Directors, raise compliance concerns and, for shareholders only, submit nominees for Director candidates.