Corporate Governance
Omnicom Group Corporate Governance
Our business is managed by our senior management under the direction of our Board of Directors. The Board has adopted, and periodically reviews, policies and procedures to guide it in the discharge of its oversight responsibilities. These policies and procedures provide a framework for the proper operation of our company, consistent with our shareholders' best interests and the requirements of the law. They are summarized in this section.
Corporate Governance Highlights __________________________________
Board Independence
- Ten of Omnicom's 12 Board members are independent. Independent members do not have any material relationship with the Company outside of their board service and do not receive any direct or indirect benefit from the Company outside of their director's fee.
- Directors regularly meet without our CEO present.
- In 2003, the shareholders approved the declassification of the Board of Directors. Accordingly, the entire Board is elected annually.
Distinct Chairman and CEO
- Omnicom has maintained a separate Chairman and CEO since January 1, 1997, and we treat those positions as separate and distinct.
Board Committee Independence
- All members of Omnicom's Audit, Compensation, Governance and Qualified Legal Compliance Committees are required to be independent.
Board Activity
- Omnicom's Board met 7 times during 2008, with the Audit Committee meeting 11 times.
- Average director attendance at Board and commitee meetings was 98% in 2008. With one exception, our directors attended 100% of the meetings of the Board and the committees of the Board on which they served during 2008.
Auditor Independence
- The company's independent auditors, KPMG LLP, report directly to the audit committee.