Board Structure & Shareholder Rights
Our Board of Trustees directs management of the business and affairs of Brandywine on behalf of our shareholders to ensure that the long-term interests of Brandywine and its shareholders are being served, to monitor adherence to Brandywine standards and polices, and to promote responsible corporate citizenship.
- All Trustees are independent other than our President and CEO.
- Trustees are elected annually.
- Majority voting in uncontested elections.
- Resignation policy for any Trustee who does not receive majority support.
- Two Audit Committee members are “audit committee financial experts.”
- Express Board diversity commitment in Corporate Governance Principles.
- Regular executive sessions of independent Trustees.
- Separate Chairman and Chief Executive Officer.
- Robust role for Lead Independent Trustee, who chairs the Board.
- Proxy access provisions in our Bylaws.
- No poison pill.
- Shareholders have the right to call a special meeting.
- Active year-round shareholder outreach and engagement.
- Open communication and effective working relationships among Trustees with regular access to management.
- Robust trustee and officer share ownership requirements.
- Anti-hedging policy and anti-pledging policy.
- We have opted out of the Maryland Unsolicited Takeover Act (MUTA) and, opted out of the Maryland Business Combination Act.
- Simple majority vote requirement for mergers requiring a shareholder vote.
- Our shareholders have the power to amend our Bylaws.
- Risk oversight by full Board and Committees.
- Annual Board and Committee self-assessment.
Brandywine’s compensation committee meets a minimum of four times each year to review executive compensation based on the company’s financial performance, competitiveness, and general industry data. As stated in our Corporate Governance Principles, the compensation committee, which is composed of non-employee trustees, is responsible for administering compensation programs, policies, and practices.
Cybersecurity, Data Protection, and Privacy
Brandywine is committed protecting company information as demonstrated by our Code of Business Conduct and Ethics and Insider Trading Policy. Maintaining a rigorous cybersecurity policy ensures we minimize any online risks to breaches of information.