Governance & Ethics Loading...

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 three standing committees:

• Audit
• Compensation
• Nominating and Corporate Governance

Each director who serves on the Audit, Compensation or Nominating and Corporate Governance committees is independent as defined in our corporate governance guidelines. Several features of our corporate governance practices that contribute to our transformation and long-term stockholder value include:

• Our Board of Directors 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.

• A majority of our Board of Directors is independent. Our independent directors regularly meet in executive session without management participation, over which a lead independent director is chosen to preside. 

• The Audit Committee has a Related Party Transactions Subcommittee which consists of independent directors that reviews all transactions with related parties.

• Our Board of Directors 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 of Directors and submitting proposals.

• For our 2017 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 associated with conducting our annual meeting and reducing environmental impact.

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.