Governance Structure

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As a family-owned company, our shareholders consider potential reputational risk for themselves and their families. Southwire’s leadership team is committed to maintaining the highest level of financial and business integrity. Strong corporate governance ensures accountability and good management practices across the organization. Clear communication up and down the organization supports Southwire’s robust governance structure.

Southwire works to align our governance structure with the regulations typically imposed on publicly owned companies, incorporating a majority of independent directors on the board and requiring financial accountability. We strive to implement this model while continuing to benefit from the flexibility, confidentiality and long-term investment perspective that comes with private ownership.

Based on our commitment to strong governance, our board includes 10 members: three are shareholders, one represents top management and six—a majority—serve as independent directors elected to the board by the company’s shareholders. While Southwire is a family-owned company, we take pride in our independent leadership.


Governance Map

Southwire_Governance_Diagram_2018
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Board Committees

Independent Human Resources Committee

To maintain the highest quality human resources policy, practices and initiatives throughout Southwire, the company has a Human Resources (HR) committee comprised of at least three members elected by the board of directors. The committee, which meets at least four times annually, oversees the succession and development plans for executive and senior leadership, reviews the compensation philosophy, policies, practices and benefits for executives and employees to confirm they remain equitable, competitive and consistent with the company’s philosophy. Another key aspect of the committee’s responsibilities includes managing the culture and engagement policies that affect the whole company to ensure that Southwire is a respected employer of choice and an industry leader. Our Human Resources Committee Charter is available for further review.

Independent Sustainability Committee

As a progressive private company, Southwire board’s independent sustainability committee has existed for more than a decade. This committee regularly reviews our sustainability practices and provides guidance as needed. The committee oversees broad areas of decision making affecting the company’s overall sustainability including environmental affairs, customer and employee health and safety, new and innovative technologies, sustainable goal setting and adequate resource dedication to sustainability related initiatives. More information on the committee’s responsibilities can be found in our Sustainability Committee Charter.

Independent Audit Committee

The Southwire Company Audit Committee meets regularly to help the board provide oversight of the quality and integrity of the company’s financial statements, reporting practices and accounting policies. The committee also provides counsel to the board and management on matters, events, policies and decisions having a material financial impact on the company and shareholders. The policies the committee enacts for the board ensure regulatory compliance of reporting practices and accounting. To achieve high quality policies and reports, an open dialogue between the committee and management allows sufficient insight and information to provide advice and counsel to the management and board. To learn more, please view our Audit Committee Charter.

Management Committees

Risk Oversight Committee

Our Risk Oversight Committee, with three executive sponsors, brings together 14 individuals from different functions across the company to look at risk from various perspectives. The committee meets quarterly, and information flows both up to and down from the board. Southwire forms task forces to address the greatest identified risks, such as cybersecurity, resource scarcity or product liability, including third-party loss.

Sustainability Steering Committee
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Supporting our board’s independent sustainability committee, Southwire’s Sustainability Steering Committee is chaired by our senior vice president of safety, quality & operational excellence and comprised of our chief executive officer, members of Southwire’s executive leadership team and senior vice presidents from various parts of the business. This team meets quarterly, setting the overall strategy for managing the company’s economic, environmental and social risks and opportunities while also monitoring the progress and alignment of the various sub-committees and groups working in this area. With the recent reorganization, the make-up and cadence of this committee is expected to change.

Southwire’s strong internal sustainability structure and culture of accountability cascade throughout our company via tactical committees and groups. Our environmental leadership committee focuses on the company’s environmental issues, such as management of Southwire’s legacy remediation liability and environmental concerns around potential acquisitions, while the EHS steering committee sets Southwire’s environmental, health and safety strategy.

The Southwire leadership team continues to evaluate the effectiveness and membership makeup of these committees as we strive for continuous improvement of our governance and sustainability structure.

Ethics and Compliance Steering Committee

In 2018, Southwire’s Board of Directors adopted an Ethics and Compliance Steering Committee Charter. An Ethics and Compliance Steering Committee was appointed for the purpose of advancing the company’s goals.  Our goals include fostering and maintaining the highest ethical standards, demonstrating that the company values compliance with all state and federal laws as a fundamental premise underlying our corporate philosophy, and aligning our Ethics and Compliance Steering Committee with our Sustainability Tenet of “Doing Right”. The “Doing Right” Sustainability Tenet models the company’s core values of being ethical, acting with integrity, being transparent and providing quality products and services. This committee is led by the General Counsel, who also serves as the Chief Ethics and Compliance Officer, and shall include members who are senior leaders from Audit, Environmental, Finance, HR, IT, Legal, Operations, Product Compliance, Quality, Safety, and Sales, including representation from the Wire & Cable and Tools, Components & Assembled Solutions and Metals business groups. 

The committee will report to the Independent Sustainability Committee, at least annually, with respect to its activities.

Communicating with the Board

Working teams meet regularly and report their progress through regular updates from the executive leader of sustainability to the board. Southwire’s executive leader of sustainability provides quarterly updates to the board’s sustainability committee and our full board of directors regarding initiatives. The Sustainability Steering Committee and the Environmental Leadership Committee provide layers of executive input to inform our sustainability efforts and environmental issues.

Audits

External audits can ensure business accountability. Southwire has a goal to assure the accuracy and integrity of financial, environmental and safety management systems by completing annual third-party financial audits every year and environmental, health and safety audits every two to three years. An external auditor reviews Southwire’s financial statements to provide an accurate, unbiased report of the company’s financial condition, helping to ensure integrity in our fiscal reporting. Because Southwire is privately owned, our financial statements are not publicly available. However, the board scrutinizes the company’s financial performance carefully, with a close eye on profitability, strategy and business ethics. Read about Southwire’s approach to maintaining strong financial performance here.