Corporate Responsibility & Sustainability Report 2015 Sears Holdings Corporation

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At Sears Holdings, we value honesty, integrity and adherence to the highest ethical standards. As representatives of Sears Holdings, we recognize that we have a responsibility to uphold these values and maintain a commitment to basic principles of business ethics and good judgment. We continually work to build a culture that includes trust, authenticity and personal responsibility.

Our Board of Directors is committed to maximizing stockholder value and the long-term interests of other stakeholders while adhering to all applicable laws and observing the highest ethical standards. We recognize that environmental and social impacts play a role in our business, and we work to develop strategies that are advantageous to our stakeholders while also acting as a responsible corporate citizen. We expect the vendors we work with to adhere to the same ethical standards, as outlined in our Vendor Code of Conduct


At Sears Holdings, our Board of Directors has four standing committees:

Each director who serves on the Audit, Compensation or Nominating and Corporate Governance committees is independent. In accordance with NASDAQ rules, Steve Mnuchin, chairman of the Nominating and Corporate Governance Committee, is an independent director at Sears Holdings rather than an executive officer.


Several features of our corporate governance practices that contribute to our transformation and long-term stockholder value include:
  • Our Board regularly reviews our corporate governance guidelines and committee charters to identify opportunities for Sears Holdings to augment its corporate governance practices. It also conducts an annual evaluation to assess whether the Board and its committees are functioning effectively.
  • Each member of our Board is independent, other than our Chairman of the Board. Our independent directors regularly meet in executive session without management participation, over which a lead independent director is chosen to preside. 
  • All transactions with related parties must be approved by the independent directors who serve on our Board's Audit Committee.
  • Our Board annually reviews the succession planning recommendations for our senior executive officers, including our Chief Executive Officer.
  • Sears Holdings engages stockholders and associates through our investor relations website and through our proxy statement, which outlines the process for communicating with the board and submitting proposals.
  • For our 2015 fiscal year, we were pleased to furnish proxy materials to our stockholders via the Internet. We believe an e-proxy process expedites stockholders’ receipt of proxy materials while lowering the costs of our annual meeting and reducing environmental impact.
  
Political Activity
Public policy decisions made by elected officials at all levels of government can have a direct impact on our ability to serve our customers and operate our businesses effectively and efficiently. It is important that Sears Holdings and its subsidiaries help elect candidates whose views are good for our country, our industry, our customers and our company. One way we can do this is by making political contributions.
Political Contributions
Sears Holdings follows the letter and spirit of all ethics and campaign finance laws on federal, state and local levels with respect to political contributions. Our organization maintains a federal political action committee, the Sears Holdings Corporation Political Action Committee, which is funded solely by voluntary contributions from Sears Holdings executive and management personnel, and is regulated by the Federal Election Commission. The SHCPAC Board, consisting of Sears Holdings associates, governs SHCPAC and its political contributions.


Personal Contributions and Volunteer Activity
Sears Holdings associates have the right, and are encouraged, to participate voluntarily in the political process and make personal contributions. Sears Holdings employees must abide by Sears Holdings criteria on political contributions and volunteer activity.
For more information on our corporate governance structure, committees and policies, please visit:  

Codes and Standards
Sears Holdings has instituted a series of policies and procedures to reaffirm our dedication to maintaining the highest ethical standards and to guide our relationships with our many stakeholder groups.

Code of Conduct
Sears Holdings' Code of Conduct embodies our corporate values and defines the behaviors required of all our employees to ensure that Sears Holdings maintains its commitment to the highest ethical business practices. We believe abiding by the Code will make Sears Holdings a better, more profitable company. The Code applies to all officers and associates of the company and its wholly-owned subsidiaries.

Human Rights Policy
Sears Holdings is committed to respecting the human rights of all people involved in its businesses and in all aspects of its supply chain. As such, Sears Holdings is committed to working with and encouraging our partners to uphold the principles as described in the International Labor Organization’s Declaration on Fundamental Principles and Rights at Work, to prevent and mitigate adverse human rights impacts resulting from our business activities. We also place special value on our ongoing collaboration with a broad range of interested constituencies, including socially responsible investors, industry and peer groups, advocacy groups, concerned individuals, and governmental, inter-governmental and non-governmental organizations. Our policy on human rights is supported by our Code of Conduct, Vendor Code of Conduct, Social Compliance Program and the California Transparency in Supply Chains Act of 2010.

Vendor Code of Conduct
Just as Sears Holdings is committed to upholding the highest levels of business ethics, we expect the same commitment from each of our vendors. Our Vendor Code of Conduct outlines the minimum standards of conduct that Sears Holdings insists its vendors, regardless of their country of domicile or origin, comply with scrupulously and without exception as a condition of doing business with Sears Holdings.

Board of Directors Code of Conduct
Our Board of Directors Code of Conduct sets forth the general expectations of Sears Holdings for its board of directors, and describes standards of ethical behavior that each director is expected to uphold.