ACI WORLDWIDE INC
For the period ended Jun 3, 2025. Filed Apr 21, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 3, 2025 · Filed Apr 21, 2025
Contents
Board Evaluation Process
In order to ensure its effectiveness, the Board and each committee engages in a comprehensive annual evaluation process and ongoing engagement throughout the year.
Annual Evaluation
The annual evaluation process is developed and administered by the Corporate Governance Committee. Key aspects of the process include:
| • | Evaluation Planning. The Corporate Governance Committee reviews with each committee and each director the focus areas for each year’s comprehensive annual evaluation, considering the Company’s operational and management priorities, the Board’s oversight role, and the prior-year’s evaluation results. The evaluation process addresses both process and substantive considerations, as they relate to Board effectiveness. Areas of focus include: (i) alignment on our mission, vision and values; (ii) engagement, oversight effectiveness and fiduciary responsibilities; (iii) our strategic objectives; (iv) the Board’s culture, composition, leadership and committee structure; and (iv) the quality and sufficiency of Board materials and meeting effectiveness. A questionnaire is developed for the Board as a whole and for each committee, with opportunities for directors to provide detailed responses to questions. |
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| • | Evaluation Process. The evaluation process is facilitated by a third-party firm under the direction of legal counsel and the Corporate Governance Committee. The third-party firm administers the questionnaire developed with the Corporate Governance Committee and engages in interviews with each director. The questionnaire results are compiled for the Board and each Committee. The interview results are anonymized and provided to the Corporate Governance Committee. Each committee member receives the questionnaire results for his or her respective committee, and each Board member receives the results of the Board questionnaire and the anonymized interview results. The full Board and each committee reviews and discusses their respective results in executive sessions. To enhance Board performance, our Board periodically completes performance evaluations of directors and provides each such director with individualized feedback. As appropriate, feedback is provided to management on areas where management has a role. |
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| • | Action Planning. The Board and each committee develop action plans to address opportunities arising through the evaluation process. As appropriate, the Board and each committee chair work with management to improve practices, processes and procedures to enhance the Board’s and each committee’s effectiveness. |
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Ongoing Engagement
Throughout the year, the Board and each committee meet in executive session without management present. Directors are encouraged to provide feedback and input on how the Board can improve its effectiveness. Action steps are undertaken as appropriate, providing continuous improvement of the Board’s effectiveness.
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