Mark Edmunds is a recently retired senior partner and Vice Chairman at Deloitte. He is a former director for Chesapeake Energy Corporation among numerous other professional and civic affiliations. Edmunds holds a B.B.A from The University of Texas at Austin and is a Certified Public Accountant and member of the AICPA and the Texas CPA Society.
Willie Gregory is currently the Director of Global Community Investment for NIKE, Inc. He is the current Board Chair for the Greater Memphis Chamber. Gregory graduated from Mississippi Valley State University and The University of Memphis.
Leslie Starr Keating is a recently retired EVP of Supply Strategy and Transformation for Advance Auto Parts. Prior to joining Advance, Keating served 31 years at PepsiCo, most recently as SVP Supply Chain. She currently serves as a director for SunOpta, Inc. and is a former director of Chesapeake Energy Corporation. Keating holds a B.S. from Virginia Polytechnic Institute and State University and an M.B.A. from Georgia State University.
Corporate Governance Principles:
The Role of the Board of Directors – The Board of Directors is responsible for the oversight of the corporation. This role is carried out through its review of the business plan strategies and objectives of the corporation and selecting a qualified senior leadership to direct the operations of the corporation and execute its plans. The Board will act with honesty and integrity in its oversight and hold the corporation’s management to the same standards of conduct. The Board will promote a culture which encourages openness, honesty, fairness, and accountability. The Board will approve a Code of Business Conduct to which all directors and employees are expected to adhere.
Composition of the Board – The Board will consist of the number of directors provided for in the corporation’s organizational documents, as amended from time to time, who are elected in accordance with the organizational documents. A majority of the Board will consist of independent directors as determined by the Board.
It is the policy of the Board of Directors that the Board reflect the following characteristics:
- Each director shall represent the interest of the shareholders of the corporation exhibiting high standards of integrity, commitment, and independence of thought and judgment.
- Each director shall dedicate sufficient time, energy, and attention to ensure the diligent performance of his/her duties.
- All directors designated as “independent” will be free from any relationship that would interfere with their exercise of independent judgment as a director.
- The Board shall embody a range of capabilities sufficient to provide sound and prudent guidance with respect to the corporation’s interests.
- The Board will form and delegate authority to committees when determined appropriate by the Board. Riverview has established standing Audit, Compensation, and Nominating & Corporate Governance committees. The Audit and Compensation Committees of the Board will be comprised entirely of independent directors.
Director Qualifications – Subject to approval of the Board, the Nominating & Corporate Governance Committee is responsible for establishing and evaluating the qualifications of directors and potential director candidates. In an effort to achieve diversity on our Board, the NGC considers numerous attributes, including but not limited to, gender, age, cultural background, thought leadership, and professional experience, as well as character, integrity, judgment, professional achievements, and financial and business acumen.
Functioning of the Board – The Board will meet either in person or in any other method permitted under appropriate law at least 4X/year and hold such other meetings as necessary to carry out its responsibilities. A majority of the members of the Board shall constitute a quorum, and a majority of the members in attendance shall decide any questions brought before any meeting of the Board.
The Board is currently led by the Chairman and Chief Executive Officer of Riverview. The Board of Directors will establish a “lead director” who will preside over the Board meetings in the absence of the Chairman of the Board, and also will lead periodic sessions of the Board comprised solely of its independent members.
Function of Committees – Each committee maintains a written charter that sets for its purpose, structure, and responsibilities. The frequency, length, and agenda of committee meetings are determined by the Chairperson of each committee in accordance with the requirements of the committee’s charter.
Board Resources – Directors have full and free access to the corporation’s management, and the Board and its committees may seek legal, financial, accounting, or other expert advice from a source independent from the management to the extent deemed necessary or appropriate by the Board.
Performance Evaluation – The Board will conduct an evaluation of its performance at least annually.
Governing Documents– The Board does not intend for this document or any of its committee charters to conflict with applicable law, the corporation’s Certificate of Incorporation, by-laws, or with each other.