Governance

Board Composition

The primary functions of the Sysco Board of Directors are to review and assess the performance of the company, its plans and prospects, as well as immediate issues it faces.

The Board met 14 times in FY2014, including five regular meetings and nine special meetings. At the end of FY2014, the Board consisted of ten members. In accordance with the listing standards of the New York Stock Exchange (NYSE), at least two-thirds of the members of Sysco's Board of Directors are independent directors. During FY2014, eight of ten directors were independent; three directors were female, seven male; and one director was of a minority background.

Following the company's 2013 Annual Meeting of Stockholders in Houston on Nov. 15, 2013, Sysco Corporation named Jackie M. Ward as its non-executive chairman of the Sysco Board of Directors. Ms. Ward, a Sysco director since September 2001, was previously the board's lead director, chaired the Corporate Governance and Nominating Committee, and served on the Compensation Committee and the Executive Committee.

The Board maintains six committees: Audit, Compensation, Corporate Governance and Nominating, Corporate Sustainability, Executive and Finance. Each committee acts under a charter that sets forth its goals, membership qualifications, procedures and duties.

Interested parties may communicate with the members of the Board of Directors as a group or individually by confidential web submission or by mail.

Please visit the Sustainability Governance section of the report for information on the role of the Board in sustainability matters. Additional information on our corporate governance can be found on our investor relations website.

Executive Compensation

Our approach to Executive Compensation echoes the principles that underlie our corporate governance - to aspire to the highest standards of the law and to do the right thing. All members of the Compensation Committee on the Board of Directors are independent directors as defined by the NYSE listing standards and the Company's Corporate Governance Guidelines. The Compensation Committee establishes the policies and criteria informing executive compensation, with an interest in attracting, developing and retaining business leaders to drive financial and strategic growth and build long-term stockholder value. The Committee's activities include assessing executive compensation against company performance and individual objectives; establishing competitive structures to attract, retain and develop executive talent; and managing risk through appropriate compensation policies.

Read the Compensation Committee charter here.

For more information on our corporate governance, please see the Corporate Governance FAQs in our 2013 Proxy Statement.