Guidelines on Corporate Governance
Adopted February 4, 2004
Amended and Restated as of January 27, 2021
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.
The responsibility of the Board of Directors is to direct the management of the business and affairs of the Company in the best interests of the Company. In addition to overseeing management and exercising their business judgment to act in what they reasonably believe to be in the best interests of the Company, it is the Directors’ responsibility to:
- Oversee the conduct of the Company’s business to evaluate whether the business is being properly managed;
- Review, approve and monitor fundamental financial and business strategies and major corporate activities;
- Oversee processes designed to ensure compliance with applicable laws, rules, regulations and codes of conduct by the Company and its employees;
- Select the Company’s Chief Executive Officer (“CEO”) and members of the Board’s committees, and approve the appointment of other executive officers;
- Evaluate the performance of the CEO and oversee succession planning;
- Design and approve the compensation of the CEO and approve the Company’s compensation philosophy; and
- Evaluate annually the effectiveness of the Board.
The Board of Directors has delegated to the CEO, working with the other executive officers of the Company, the authority and responsibility for managing the business of the Company in a manner consistent with the objectives and goals of the Company, and in accordance with any specific plans, instructions or directions of the Board.
In discharging their responsibilities, Directors may consider the interests of persons other than stockholders to the extent reasonably related to the best interests of the Company.
A. Independence . There shall be a majority of independent Directors on the Board. For purposes of these Guidelines, “independence” will be determined in accordance with the Director Independence Standards established by the Board in accordance with the New York Stock Exchange (“NYSE”) listing standards and any other applicable laws, rules and regulations regarding independence in effect from time to time. This determination will be disclosed in the Proxy Statement for each annual meeting of the Company’s stockholders.
B. Board Size . The Board should be small enough to encourage personal involvement and discussion and large enough to ensure a broad range of talents and experience. The Board has the authority under the Bylaws of the Company to set the number of Directors and the size may vary from time to time in order to accommodate the Board’s changing needs and circumstances or the availability of one or more outstanding candidates.
C. Number of Board Memberships . It is important to ensure that each Director is able to devote sufficient time to perform his or her duties as a Director. Accordingly, subject to the discretion of the Board, no Director may serve on more than three public company boards, including the Company's Board. In addition, no Audit Committee member shall serve on an audit committee of more than two other public companies. Directors should advise the chairperson of the Nominating and Corporate Governance Committee before accepting nominations to other boards of directors of public companies or appointment to any audit committee or other significant committee assignment on any such other board of directors.
D. Separation of Chairman and CEO Positions . The Board is free to make its choice for Chairman of the Board and CEO in any way that the Board considers best for the Company. Therefore, the Board shall have the flexibility to decide whether it is best for the Company at any given point in time for the roles of CEO and Chairman of the Board to be separate or combined.
A. Selection Process . The Board shall nominate candidates for election as a Director by stockholders at the annual meeting, as well as elect new Directors to fill vacancies on the Board between annual stockholder meetings. The Board has delegated succession planning for the Board of Directors, including the selection and initial evaluation of potential Director nominees to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will make the final recommendation of candidates to the Board for nomination. In connection with the selection and nomination process of both new and continuing Directors, the Nominating and Corporate Governance Committee shall review the candidates taking into account the current Board membership and the specific needs of the Company and the Board. This review shall include an overview of the talent base of the Board as a whole as well as an individual assessment of each Director’s experience, skills, areas of expertise, independence, productivity, length of board service, consideration of any changes in a continuing Director’s occupational and other responsibilities (including other public company board memberships and committee memberships), and such other factors as may be determined by the Nominating and Corporate Governance Committee to be appropriate for review. The Board, taking into consideration the recommendation of the Nominating and Corporate Governance Committee, shall also determine whether a nominee would be an independent Director.
The Nominating and Corporate Governance Committee and the Board of Directors will consider all persons properly recommended as a nominee for election to the Board of Directors in the same manner regardless of the source of the recommendation. Stockholders who wish to recommend a director candidate for consideration by the Nominating and Corporate Governance Committee and the Board should submit their recommendation in writing to the Board no later than the December 1 prior to the next annual meeting of stockholders. Such recommendation must include all information about the stockholder and the candidate otherwise required for director nominations by a stockholder pursuant to the Company’s Bylaws. The Nominating and Corporate Governance Committee may request additional information concerning such director candidate as it deems reasonably required to determine the eligibility and qualification of the director candidate to serve as a member of the Board.
B. Director Qualifications . Each member of the Board must exhibit high standards of integrity, commitment and independence of thought and judgment and must be committed to promoting the best interests of the Company. In addition, each Director must devote the time and effort necessary to be a responsible and productive member of the Board. This includes developing knowledge about the Company’s business operations and doing the work necessary to participate actively and effectively in Board and committee meetings. The members of the Board should collectively possess a broad range of talent, skill, expertise and experience useful to the effective oversight of the Company’s business and affairs and sufficient to provide sound and prudent guidance with respect to all of the Company’s operations and interests.
C. Attendance/Participation in Meetings . Regularly-scheduled Board meetings occur at least four times a year. Special meetings are called as necessary. Board members are expected to attend all meetings of the Board and committees of which they are members. Attendance is an important component of the Board evaluation process and a consideration in determining whether a Director should be re-nominated. Each Director should be sufficiently familiar with the business of the Company, including its financial statements and capital structure, and the risks and the competition it faces, to ensure active and effective participation in the deliberations of the Board and of each committee on which he or she serves. Directors should not hesitate to ask questions, raise concerns or request more time or information. Upon request, the Company’s executive officers will make appropriate personnel available to answer any questions a Director may have about any aspect of the Company’s business. Directors should also review the materials provided by the Company and its advisors in advance of the meetings of the Board and its committees and should arrive prepared to discuss the issues presented.
A. Committees of the Board . The Board has established the following standing committees to facilitate and assist in the execution of the Board’s responsibilities: (1) Audit, (2) Compensation, (3) Nominating and Corporate Governance and (4) Executive. Other committees may be created and dissolved from time to time. Each standing committee shall have a written charter of responsibilities, duties and authorities, which shall periodically be reviewed by the Board. Each committee will meet as frequently and for as long as may be necessary to perform its duties and responsibilities. Each committee member is free to suggest items for inclusion on the agenda or to raise at any meeting any matter of interest or concern. Each committee shall keep minutes of its meetings and shall report to the full Board with respect to its activities, findings and recommendations. The chairperson for each committee will be recommended by the Nominating and Corporate Governance Committee and affirmed by the respective committee members.
B. Committee Composition . The Audit, Compensation and Nominating and Corporate Governance Committees will be composed solely of independent Directors who meet the Director Independence Standards established by the Board. Members of the Audit Committee must also meet the additional requirements of the NYSE listing standards and Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and members of the Compensation Committee must also meet such additional independence requirements applicable to membership on the Compensation Committee as may be required from time to time by the NYSE listing standards. The Executive Committee, which exercises the powers of the Board between meetings and conducts other business as requested or authorized by the Board, will be composed of at least two directors. A Director may serve on more than one committee.
A. Orientation and Continuing Education . The Board and the Company’s executive officers shall provide appropriate orientation for new Directors, which shall be designed both to familiarize new Directors with the full scope of the Company’s businesses and key challenges and to assist new Directors in developing and maintaining skills necessary or appropriate for the performance of their responsibilities. The Board and the Company’s executive officers shall similarly work together to develop and implement appropriate continuing education opportunities and programs for the same purposes. Board members are encouraged to visit Company properties each year during their tenure on the Board.
B. Board and Committee Performance Evaluations . The Board will conduct a self-evaluation at least annually to determine whether it and its committees are functioning effectively. The Nominating and Corporate Governance Committee will receive evaluations and recommendations from all Directors and report annually to the Board with an assessment of the performance of the Board and its committees. This assessment will be discussed with the full Board following the end of each fiscal year. The assessment will focus on the contribution of the Board and its committees to the Company and specifically focus on areas of potential improvement.
A. Board Meetings . The CEO will jointly with the Lead Director (as defined below) establish the agenda for the Board meetings. Any Board member may recommend the inclusion of specific agenda items to the CEO, the Lead Director or the appropriate committee chair. Materials important to the Board’s understanding of agenda items will be distributed to the Board in a timely manner before it meets.
B. Executive Sessions of Non-Management Directors . The non-management Directors will meet in separate executive sessions after each regularly-scheduled quarterly Board meeting and as otherwise determined by the Lead Director. If any non-management Director is not independent, the independent Directors shall meet at least annually without any non-management Directors who are not independent present.
C. Lead Director Position . The independent Directors will designate an independent Director to act as Lead Director for the non-management Directors. The role of the “Lead Director” is to prepare with the CEO the board agendas, chair the executive sessions of the non-management Directors, call meetings of independent Directors and perform such other functions as the Board or non-management Directors may direct. The Board or the Company will establish methods by which interested parties may communicate directly with the Lead Director or with the non-management Directors or Board of Directors as a group and cause such methods to be disclosed.
D. Succession Planning . The Board, acting through the Nominating and Corporate Governance Committee, shall develop a succession plan to ensure the continuity of the named executive officers listed in the Company’s Proxy Statement (the “Named Executive Officers”), including policies and principles for Named Executive Officer selection. This plan, on which each Named Executive Officer shall report his or her recommendations at least annually (as it pertains to such Named Executive Officer’s position), shall address both emergency succession and succession in the ordinary course of business.
E. Access to Management . Board members will have full and free access to the Company’s officers and employees for purposes of discharging their responsibilities. Any meetings or contacts that a Director wishes to initiate may be arranged through the CEO or directly by the Director with notice to the Lead Director.
F. Review of CEO’s Performance . The Compensation Committee will annually evaluate the CEO’s performance and determine his or her annual compensation. The evaluation will be based on individual and corporate performance and competitive, economic and other factors deemed relevant by the Compensation Committee. The Compensation Committee also will review annually the Company’s overall compensation structure and philosophy.
G. Board/Committee Advisors . The Board and each committee shall have full power and authority at the expense of the Company to retain the services of legal, financial or other advisors and experts as they deem necessary or appropriate.
H. Ethics Hotline . As part of the Company’s commitment to maintaining a workplace free from illegal discrimination, harassment, fraud and other illegal or unethical activity, the Company has established an Ethics Hotline. The hotline provides individuals with an 800 number to submit on a confidential and anonymous basis concerns regarding such activities or any questionable accounting, internal auditing controls or auditing matters. Any Ethics Hotline complaints or concerns regarding accounting, internal controls, auditing matters, improper loans, insider trading or retaliation against whistleblowers will go directly to the Audit Committee.
The Compensation Committee has responsibility for recommending to the Board the compensation for non-management Directors and will conduct an annual review of their compensation. The Board shall set the form and amounts of Director compensation, taking into account the recommendations of the Compensation Committee. The Board believes that Director compensation should fairly reflect the Directors’ responsibilities and their contributions to the performance of the Company consistent with current practices of comparable companies in the real estate investment trust industry, particularly companies that own retail malls. Only non-management Directors shall receive compensation for services as a Director. Board member compensation should also be aligned with the long-term interests of the Company and its stockholders.
A. Retirement Age for Directors/Term Limits . The Nominating and Corporate Governance Committee will not recommend for re-election a Director following his or her 75th birthday. The Board may waive this requirement as to any Director upon the unanimous approval of the Board, if it deems such waiver to be in the best interests of the Company. In lieu of pre-determined term limits, the Nominating and Corporate Governance Committee will evaluate each Director’s continued service on the Board using the evaluation procedures described above under “Board Qualifications — Selection Process” in connection with each decision regarding whether such Director should be re-nominated to the Board.
B. Directors Required to Submit Resignation upon Change of Employment . The Board has adopted a policy that each non-management Director submit an offer of resignation from the Board upon a material change in employment or employment responsibilities. The Nominating and Corporate Governance Committee has responsibility for recommending to the Board whether any such offer should be accepted by the Board.
C. Management Directors Required to Submit Resignation upon Termination of Employment . The Board has adopted a policy that any Company employee serving as a Director submit an offer of resignation from the Board upon his or her termination of employment. The Nominating and Corporate Governance Committee has responsibility for recommending to the Board whether any such offer should be accepted by the Board.
D. Directors Required to Submit Resignation upon Failure to Receive Required Vote. If an incumbent director fails to receive the required vote for re-election in accordance with the Charter and Bylaws of the Company, he or she shall offer to resign from the Board, and the Nominating and Corporate Governance Committee will consider such offer to resign, will determine whether to accept such director’s resignation and will submit such recommendation for consideration by the Board. The director whose offer to resign is under consideration shall not participate in any deliberation or vote of the Nominating and Corporate Governance Committee or Board regarding that offer to resign. Notwithstanding the foregoing, in the event that no nominee for director receives the vote required in the Company’s Charter and Bylaws, the Nominating and Corporate Governance Committee shall make a final determination as to whether to recommend to the Board whether to accept any or all offers to resign, including those offers to resign from members of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation.
Within 90 days after the date of certification of the election results, the Board will disclose its decision in a press release, filing with the U.S. Securities and Exchange Commission or by other public announcement, including a posting on the Company’s website. If such incumbent director’s offer to resign is not accepted by the Board, such director will continue to serve until the next annual meeting of stockholders and his or her successor is elected and qualifies, or his or her death, resignation, retirement or removal, whichever event shall occur first. If a director’s offer to resign is accepted by the Board, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board pursuant to the Company’s Charter and Bylaws.
The Board believes that the Directors and Named Executive Officers of the Company should have a meaningful investment in the common stock of the Company in order to more closely align their interests with those of the stockholders. Accordingly, the Board has established the following Stock Ownership Policies.
A. Stock Ownership Policy for Non-Management Directors . The Board has adopted a policy that all non-management Directors own at least five times the annual cash retainer for service on the Board. Until the required ownership level is achieved, non-management Directors must retain 50% of net-after-tax profit shares from equity compensation awards. Net-after-tax profit shares are shares from vesting of equity grants and/or shares received upon exercise of stock options, net of shares tendered or withheld for payment of the exercise price and net of taxes. This retention requirement will also apply if a non-management Director becomes non-compliant due to a reduction in stock price. A non-management Director who is prohibited by law or by the regulations of his or her employer from having an ownership interest in the Company’s securities shall be exempt from this stock ownership policy.
B. Stock Ownership Policy for Executive Officers . The Board has adopted a policy that the Chief Executive Officer own Company common stock with a value equal to six times his or her base salary and that the other Named Executive Officers own Company common stock with a value equal to three times their respective base salaries. Until the required ownership level is achieved, Named Executive Officers must retain 50% of net-after-tax profit shares from equity compensation awards. Net-after-tax profit shares are shares from vesting of equity grants and/or shares received upon exercise of stock options, net of shares tendered or withheld for payment of the exercise price and net of taxes. This retention requirement will also apply if a Named Executive Officer becomes non-compliant due to a reduction in stock price.
C. Stock Ownership Calculations . Stock ownership will be tested annually to determine compliance with these policies. In addition, for purposes of determining compliance with these policies, the market price for the Company’s common stock will be the average of the closing prices for the common stock on each of the ten trading days immediately preceding the applicable testing date and the base salary for the last fiscal year will be used for each executive. The Board recognizes that exceptions to these policies may be necessary or appropriate in individual cases, and may approve such exceptions from time to time.
The following forms of equity interests in the Company will count toward stock ownership:
- Shares owned directly or indirectly by the Director, Named Executive Officer or by members of his or her immediate family residing in the same household, whether held individually or jointly;
- Shares received pursuant to any of the Company’s plans, including restricted stock and phantom or other stock units, provided, however that performance-based shares shall not count toward the achievement of the guideline until the end of the applicable performance period, and only to the extent earned;
- Shares held in trust for the benefit of the Director, Named Executive Officer or his or her immediate family residing in the same household;
- Shares issuable upon redemption of units owned in the Company’s operating partnership, including service-based LTIP units and vested performance-based LTIP units; and
- Shares held within a 401(k) Plan.
Any equity interests in the Company which are pledged shall be excluded from the stock ownership calculations.
Codes of Ethics
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.
- Directors, officers and employees must reasonably avoid conflicts of interest or the appearance of conflicts of interest.
- A conflict of interest occurs when the private interest of a director, officer or employee interferes or appears to interfere in any material way with the interests of the Company as a whole.
- A conflict of interest also occurs when a director, officer or employee takes actions or has interests that make it difficult to perform his or her Company work objectively and effectively. In addition, a conflict of interest arises when a director, officer or employee, or a member of his or her family, receives improper personal benefits as a result of the position of such director, officer or employee in the Company. Some of the more sensitive areas of conflict and the Company's guidelines are as follows:
1. Outside Activities
It is the policy of the Company that no employee is to have a "free-lance" or "moonlighting" activity that will materially encroach on the time or attention which should be devoted to the employee's duties; adversely affect the quality of work performed; compete with the Company's activities; imply sponsorship or support by the Company of the outside employment or organization without the prior approval of the Company's Chief Legal Officer, Chief Operating Officer, Chief Financial Officer or Senior Vice President of Human Resources; or adversely affect the good name of the Company. Employees are encouraged to discuss any proposed free-lance or moonlighting activities with their supervisor.
2. Accepting Gifts and Entertainment
The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships. No gift or entertainment should ever be offered, given, provided or accepted by any Company director, officer or employee or a member of his or her family unless it: (a) is not a cash gift, (b) is consistent with customary business practices, (c) is not a bribe or payoff and (d) does not violate any laws or regulations. Directors, officers and employees are encouraged to discuss with their supervisor or an attorney in the Legal Department any gifts or entertainment or proposed gifts or entertainment which they are not certain are appropriate.
Loans, to, or guarantees of obligations of, employees and their family members by the Company, its tenants, customers, vendors, suppliers or partners may create conflicts of interest. In addition, the Company specifically prohibits direct or indirect personal loans to executive officers and directors to the extent prohibited by law and stock exchange regulations.
- Conflicts of interest may not always be clear-cut, so individuals are encouraged to consult with the Company's Chief Legal Officer, Chief Operating Officer, Chief Financial Officer or Senior Vice President of Human Resources if they have a question. Any director, officer or employee who becomes aware of a conflict or potential conflict should follow the procedures described under "Compliance and Reporting Procedures" of this Code.
No director, officer or employee will:
(1) take for himself or herself personally any corporate or partnership opportunities that are discovered through the use of the Company's property or information or the director's, officer's or employee's position with the Company;
(2) otherwise use corporate property, information, or position for personal gain; or
(3) compete with the Company generally or with regard to specific transactions or opportunities.
Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
Directors, officers and employees must maintain the confidentiality of all information entrusted to them by the Company or its tenants, customers, vendors, suppliers or partners that is treated by them as confidential, except when disclosure is authorized by an attorney in the Legal Department or legally mandated. Whenever feasible, employees, officers and directors should consult an attorney in the Legal Department if they believe they have a legal obligation to disclose confidential information.
Confidential information includes all non-public information that may be of use to the Company's competitors, or that could be harmful to the Company or its tenants, customers, vendors, suppliers or partners, if disclosed. Common examples may include financial information, corporate strategy, acquisition, disposition, development, redevelopment, business development, operation, leasing, management and marketing plans and information and information about relationships with our tenants, customers, vendors, suppliers and partners. Directors, officers and employees who are unsure about whether information should be treated as confidential should consult with their supervisor or an attorney in the Legal Department, as appropriate.
Except with the prior written consent of the Company, the obligation to preserve confidential information continues after employment ends.
Each director, officer and employee should endeavor to deal fairly with the Company's tenants, customers, vendors, suppliers, partners, competitors and employees. While it is expected that the Company's directors, officers and employees will advance the interests of the Company, they should do so in a manner that is consistent with high standards of integrity and ethical dealing.
No director, officer or employee is to take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
Directors, officers and employees should in all practicable ways protect the Company's assets and ensure their efficient use.
Directors, officers and employees may use the Company's assets only for the Company's legitimate business purposes. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.
The obligation of directors, officers and employees to protect the Company's assets includes its proprietary information. Proprietary information may include intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and operation plans, designs, databases, records, compensation information and any unpublished financial data and reports.
Directors, officers and employees must comply in all material respects with all federal, state and local laws, rules and regulations applicable to the Company and its operations.
Directors, officers and employees are required to comply with the Company's Corporate Policy on Inside Information and Purchase and Sale of Securities .
Directors, officers and employees must comply with the Company's Disclosure Policy by cooperating fully with the people responsible for preparing reports or documents filed with, or submitted to, the Securities and Exchange Commission and all other materials that are made available to the investing public.
The diversity of the Company's employees is a tremendous asset. The Company is committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or illegal harassment. For further information, please refer to the Company's Anti-Harassment Policy .
The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.
In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. An attorney in the Legal Department can provide guidance in this area.
Directors, officers and employees should report promptly any violations of this Code (including any violations of the requirement of compliance with laws). Directors, officers and employees are also expected to cooperate in internal investigations of misconduct.
Employees are encouraged to talk to their supervisors or any attorney in the Legal Department about potential or actual violations of this Code and when in doubt about the best course of action in a particular situation.
In the case where it may not be appropriate or comfortable to report or discuss any potential or actual violation with a supervisor or an attorney in the Legal Department, an employee may report or discuss it with the Senior Vice President of his or her Department or the Senior Vice President or Vice President of Human Resources.
Directors and executive officers should report or discuss any potential or actual violations of this Code to the Company's Company's Chief Legal Officer or the Audit Committee.
Any employee who receives a report involving an alleged violation of this Code by an executive officer or director should provide such report directly to the Company's Chief Legal Officer, Chief Operating Officer, Chief Financial Officer or Senior Vice President of Human Resources.
The Company also offers a toll-free Ethics Hotline which allows individuals to anonymously report concerns or violations of this Code. Any Ethics Hotline complaints or concerns regarding accounting, internal controls, auditing matters, improper loans, insider trading or retaliation against whistleblowers will go directly to the Audit Committee.
The Company will not discharge, demote, suspend, threaten, harass, retaliate against or in any way discriminate against an employee in the terms and conditions of employment or otherwise because of any good faith report of a possible violation of this Code.
Any waiver of this Code for executive officers or directors may be made only by the Board or a Board committee and will be promptly disclosed to stockholders as required by law or stock exchange rule. Any waiver of this Code for employees who are not executive officers must be made by the Company's Chief Legal Officer, Chief Operating Officer, Chief Financial Officer or Senior Vice President of Human Resources.
Any reference in this Code to the Company or to an employee of the Company is to The Macerich Company, The Macerich Partnership, L.P. and all of their respective subsidiaries and affiliates.
Any reference in this Code to a family member includes the covered person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in law, brothers and sisters-in-law and anyone (other than domestic employees) who share such person's home.
No statement contained in this Code is intended to create, either directly or indirectly, any duty or obligation on the part of the Company which does not otherwise exist or arise under applicable law, or otherwise to alter existing legal rights, duties and obligations of the Company, including, but not limited to, those in respect of the Company's employees (such as "at will" employment arrangements).
Code of Ethics for CEO and Senior Officials
The Company has a Code of Business Conduct and Ethics applicable to all employees of the Company. The CEO and all senior financial officers, including the CFO, the principal accounting officer and the controller, are bound by the provisions set forth therein, including those relating to ethical conduct, conflicts of interest and compliance with laws. In addition to the Code of Business Conduct and Ethics, the CEO and senior financial officers are subject to the following additional specific policies:
- The CEO and all senior financial officers are among those Company employees responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Company with the SEC. Accordingly, it is the responsibility of the CEO and each senior financial officer promptly to bring to the attention of the Disclosure Committee any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise assist the Disclosure Committee in fulfilling its responsibilities.
- The CEO and all senior financial officers are prohibited from taking any action to fraudulently influence, coerce, manipulate or mislead the Company or its subsidiaries' independent auditors for the purpose of rendering the financial statements of the Company or its subsidiaries misleading.
- The CEO and each senior financial officer shall promptly bring to the attention of the Disclosure Committee and the Audit Committee any information he or she may have concerning (a) questionable accounting, internal auditing controls or auditing matters, including significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data, (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls or (c) any actual or apparent conflicts of interest between personal and professional relationships involving any management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls.
- The CEO and each senior financial officer shall promptly bring to the attention of the General Counsel or the CEO, as applicable, and to the Audit Committee any information he or she may have concerning any violation of this Code of Ethics and any violation by the CEO or any senior financial officer of the Code of Business Conduct and Ethics.
- The CEO and each senior financial officer shall promptly bring to the attention of the General Counsel or the CEO, as applicable, and to the Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof.
- The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Code of Ethics. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code of Ethics, and may include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) or termination of the individual's employment. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.
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.
The securities laws prohibit an officer, director or employee of the Company or its affiliates from purchasing or selling securities of the Company, or encouraging or inducing other people to do so, if the officer, director or employee has available to him or her material information that has not been publicly disclosed. This applies to information about the Company, its affiliates and about its business partners. Therefore, it is the Company's policy that no individual may engage in any transaction in the securities of the Company or any of the other businesses with whom the Company or its affiliates have dealings while in possession of material information that is not yet publicly available. This could include information regarding earnings, financial projections, business, development or redevelopment plans, proposed transactions (such as acquisitions, mergers, tender offers or joint ventures), changes in assets, litigation or environmental issues, developments regarding tenants or vendors, changes in control or changes in management, reports or notices from auditors or regulators, events concerning securities (including changes to the rights of security holders or sales of additional securities), and bankruptcies, receiverships, etc.
For purposes of this policy, a transaction in the Company's securities does not include: (i) the vesting of restricted stock or stock units awards or the exercise of an employee stock option or stock appreciation right acquired pursuant to the Company's plans, (ii) purchases of Company common stock in the Company's 401(k) plan resulting from a person's periodic contribution of money to the plan pursuant to a payroll deduction election (provided that the purchase is not pursuant to an election to increase or decrease the percentage of the periodic contributions that will be allocated to the Company stock fund that was made while in possession of material nonpublic information), (iii) purchases of Company common stock under the Company's dividend reinvestment plan resulting from a person's reinvestment of dividends paid on Company common stock, and (iv) purchases of Company common stock in the Company's Employee Stock Purchase Plan resulting from a person's periodic contribution of money to the plan pursuant to the election made at the time of the person's enrollment in the plan.
It is equally important for someone having material non-public information that he or she not pass on the information to a friend, relative or anyone else who buys or sells securities while in possession of that information. Similarly, it is improper for a person in possession of material non-public information to suggest buying or selling a security, even if that person does not disclose the material non-public information. These kinds of activities, commonly referred to as "tipping," are illegal. It is against our policy for any officer, director or employee of the Company or its affiliates to engage in tipping.
As a general rule, information can be considered public two full business days after it has been broadly disseminated. Thus, trading should not occur until the third business day after the public announcement of the information. Executive officers and directors of the Company or its affiliates are subject to additional restrictions set forth in a separate document.
The Securities and Exchange Commission and federal prosecutors may presume that trading by family members or persons sharing the household of an officer, director or employee is based on information supplied by that person. Accordingly, transactions in the Company's common stock by family members who reside with an officer, director or employee of the Company or its affiliates (including a spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in law, brothers and sisters-in-law), anyone else (other than domestic employees) who shares such person's home and any family members who do not live in such person's household but whose transactions in Company securities are directed by the officer, director or employee or are subject to such person's influence or control could be treated as a transaction by the officer, director or employee even if such family member or other person is not in possession of material nonpublic information. In addition, such family members or other persons could separately be found liable for securities law violations.
The Company encourages any employee who has questions about this policy or concerns about a particular transaction to consult with the Company's Chief Legal Officer or Corporate Counsel in advance of any proposed trade in order to minimize the risk of an inadvertent violation or an embarrassing mistake.
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.
First, we want to review your disclosure responsibilities to the Company as a Macerich employee. Any material development, trend or contingency affecting any mall, transaction, project or matter that you have knowledge of must be reported to your immediate supervisor as soon as possible.
It is important that you disclose to your supervisor any material items as they occur and not wait until you determine a possible resolution. Your supervisor needs to receive the information quickly so that it can be properly addressed on a timely basis by the necessary individuals.
Some examples that may, under the circumstance, be considered material developments, trends or contingencies are as follows:
a) Threatened material litigation and potential material environmental issues;
b) Bankruptcies of tenants;
c) Changes in business, development or redevelopment projects that could materially impact the projected cost, revenues or schedule for the project;
d) Unanticipated termination of significant contracts or leases; and
e) Default or enforcement notices from regulatory agencies.
We obviously cannot outline every development, trend or contingency that may be material, but you should err on the side of caution and report any matters that are unusual or outside the normal course of business.
Your supervisor can then more readily assess the impact of any of these matters on the Company with the appropriate individuals. Our Company's goal is to always have the appropriate channels in place to promptly review and analyze any material developments or changes that could impact our Company.
Macerich has a Disclosure Committee that is responsible for helping to determine the materiality of information as well as ensure the timely disclosure of all material information to the public. Our Disclosure Committee, which directly reports to the Company's Chief Executive Officer, President and Chief Financial Officer, consists of the Company's Chief Legal Officer, Chief Operating Officer, Senior Vice President - Controller, Senior Vice President - Corporate Counsel, Senior Vice President - Internal Audit and Vice President – Group Controller, to the extent these positions are filled and may include other officers.
You should feel free to discuss any disclosure issues you may have with any Committee member.
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.
Harassment , as defined for this Policy, consists of verbal or physical conduct that belittles or shows hostility or aversion toward an individual because of any legally protected characteristic, including his or her gender, race, religion, color, national origin, sexual orientation, age or disability, or that of his or her relatives, friends or associates, and that:
- Has the purpose or effect of creating an intimidating, hostile or offensive work environment;
- Has the purpose or effect of unreasonably interfering with an individual's work performance; or
- Otherwise adversely affects an individual's employment opportunities.
Sexual harassment , as defined for this Policy, consists of unwelcome sexual advances, requests for sexual favors and other verbal or physical conduct of a sexual nature when:
- Submission to such conduct is made either explicitly or implicitly a term or condition of an individual's employment;
- Submission to or rejection of such conduct by an individual is used as the basis for employment decisions affecting such individual;
- Such conduct has the purpose or effect of unreasonably interfering with an individual's work performance; or
- Such conduct has the purpose or effect of creating an intimidating, hostile or offensive work environment.
If an employee becomes aware of any harassment, or feels that he or she is a victim of harassment, this information should be communicated immediately to his or her supervisor or the Property Manager, Vice President, Property Management, or Human Resources.
All inquiries or complaints will be investigated promptly, thoroughly, and as confidentially as possible for the protection of all involved. If an investigation confirms that harassment in violation of Company policy has occurred, Macerich will take appropriate corrective action. This includes discipline up to and including termination.
The Company will not retaliate against any employee who makes a good-faith report of harassment.