Strong governance starts with our highest governing body, the Xylem Board of Directors, which is led by our independent Board Chair.
As of the end of 2019, our Board consisted of 11 directors, all of whom were independent with the exception of our Chief Executive Officer. On May 12, 2020, one director, having reached the mandatory retirement age of 72, retired from the Board, bringing the Board to 10 members.
Our Board is elected annually by our shareholders to oversee how Xylem’s employees and management conduct business under the direction of our Chief Executive Officer and to ensure that the interests of the shareholders in the long-term health, success and financial strength of the company are being served. The core responsibility of the Board is to exercise its business judgment to act in what the Board reasonably believes are the best interests of Xylem and its shareholders to build long-term sustainable value. In considering the best interests of Xylem and its shareholders, the Board may also consider the effects on Xylem’s broader group of stakeholders, including its employees, suppliers, customers and communities in which we operate. The Board recognizes that the long-term interests of shareholders are advanced by responsibly addressing the concerns of this broader range of stakeholders.
The Board, together with the committees it has established to assist in discharging its duties, is guided by our Corporate Governance Principles, articles of incorporation, by-laws, Committee Charters and Code of Conduct.