Sound Corporate Governance at Dow

    
  
 

Dow has endorsed sound corporate governance practices for many years. But what does this mean to our stockholders and other constituents?

Good governance practices instill confidence in the Company and provide assurance that its financial statements are reliable, that transactions have been conducted without conflicts of interest, and that disclosures provide appropriate transparency. Good governance depends upon the quality and independence of Directors who fully meet their responsibilities to the Company's stockholders. Directors come well-prepared to the Board and Board Committee meetings and participate in an active and constructive way, with no reluctance to ask the tough questions.

The two other key players in good governance at Dow are the independent auditors and the Company's management. Both of these groups have responsibilities that are met with competence and integrity.

These are the fundamentals of corporate governance at Dow. While recent regulatory initiatives such as the Sarbanes-Oxley Act of 2002 and CEO/CFO certifications of financial statements have added new procedures, the basic underlying approach to doing business in an honest and straightforward way remains the same.

In 2003, the Board elected Harold T. Shapiro as Presiding Director, instituted new Corporate Governance Guidelines, adopted and disclosed Committee Charters for each standing Board Committee, launched a corporate governance web site with a link to email the Board, and decided to recommend to stockholders that the Company return to annual election of all Directors.



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