GUIDELINES ON CORPORATE GOVERNANCE
Adopted February 4, 2004
Amended and Restated as of June 21, 2018
The Board of Directors (the “Board”) of The Macerich Company, a Maryland corporation (the “Company”), recognizes the importance of good corporate governance. These Guidelines, along with the charters of the Board’s committees, reflect the Board’s commitment to monitor the effectiveness of policy and decision-making both at the Board and management levels, with a view to enhancing stockholder value over the long-term. The Board will review these Guidelines at least annually or more often if deemed necessary.
Board Orientation and Evaluation
Board Planning and Oversight Functions
Compensation of Directors
Director Retirement/Resignation Policies
THE MACERICH COMPANY CODE OF BUSINESS CONDUCT AND ETHICS
The Company expects that all of its directors, officers and employees will maintain a high level of integrity in their dealings with and on behalf of the Company and will act in the best interests of the Company.
This Code of Business Conduct and Ethics (the "Code") provides principles of conduct and ethics for the Company's directors, officers and employees. Its purpose is to:
- Promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
- Promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company;
- Promote compliance with applicable governmental laws, rules and regulations;
- Provide guidance to directors, officers and employees to help them recognize and deal with ethical issues;
- Provide procedures to report conduct in violation of this Code; and
- Promote a culture of honesty and accountability with respect to this Code.
The Company expects its directors, officers and employees to comply with the principles in this Code. A violation of this Code by a director, officer or employee is grounds for disciplinary or other action designed to protect the Company, its assets and employees.
Corporate and Partnership Opportunities
Protection and Proper Use of Company Assets
Compliance with Laws, Rules and Regulations (Including Insider Trading Laws)
Discrimination and Harassment
Payments to Government Personnel
Compliance and Reporting Procedures
Change in or Waiver of the Code
CODE OF ETHICS FOR CEO AND SENIOR OFFICIALS
Code of Ethics for CEO and Senior Financial Officials
CORPORATE POLICY ON INSIDE INFORMATION AND PURCHASE AND SALE OF SECURITIES
As a public company, The Macerich Company (the "Company") and the officers, directors and employees of the Company and its subsidiaries and affiliates (including The Macerich Partnership, L.P. and Macerich Management Company) are obligated to comply with securities laws in connection with the sale or purchase of the securities of the Company or other securities (such as options or other derivatives) that relate to the Company's securities. The following policies are intended to assist in compliance with the applicable securities laws. Failure to follow these policies could result in liability to the officer, director or employee violating these policies and could jeopardize his or her continued employment with the Company or its affiliates.
Purchase and Sale of Securities
When Information Becomes Public
Transactions by Family Members and Others
THE MACERICH COMPANY DISCLOSURE POLICY
One of the most important obligations of a public company to its investors is to timely and fully disclose material information. The following is being provided to outline your disclosure responsibilities to Macerich, and inform you about Macerich's Disclosure Committee.
Macerich Disclosure Committee
THE MACERICH COMPANY ANTI-HARASSMENT POLICY
Macerich is committed to providing a work environment that is free of unlawful discrimination. In keeping with this commitment, Company policy prohibits all forms of unlawful harassment, including sexual harassment and harassment based on race, color, age or any other characteristic protected by law.