"A CALL TO SERVE” – LOWE’S 2013 SOCIAL RESPONSIBILITY REPORT

Ethics & Governance

We value our reputation for maintaining high ethical standards in our workplaces and around the world where we do business. Our integrity is demonstrated every day through interaction with customers, fellow employees, vendors, shareholders and nonprofit organizations, like the American Red Cross and Habitat for Humanity. Every employee, while acting on behalf of the company, must comply with all applicable governmental laws, rules and regulations, and should avoid engaging in any conduct that, even though legally permissible, is inconsistent with the ethical principles to which Lowe’s subscribes.

Our expectations are contained in the Lowe’s Code of Business Conduct and Ethics, which confirms our commitment to maintaining an environment in which all of our employees work together with respect. All new employees are asked to certify their compliance with the code of conduct, which is available to them on our intranet site and to the general public on Lowes.com.

In 2013, instructor-led vendor code of conduct training was provided to more than 500 vendors and suppliers, including those in North America, India and Asia.

Lowe’s offers a companywide ethics course online to give employees the information they need to use the code of conduct as a guide to conducting business. The course educates employees about the specifics of Lowe’s reporting procedures and compliance resources. On an annual basis, Lowe’s also requires certain employees to certify their compliance with the code of conduct and to attend in-person training.

All Lowe’s vendors are required to adhere to the Lowe’s Vendor Code of Conduct to ensure the highest ethical standards. In 2013, instructor-led vendor code of conduct training was provided to more than 500 vendors and suppliers, including those in North America, India and Asia.

We also formally established an anticorruption guide to set forth Lowe’s anticorruption policies and procedures. It’s designed to help all of our employees comply with domestic and international anticorruption laws and Lowe’s policies. In addition, certain Lowe’s employees and vendors are required to take anti-corruption classes at least once a year.

At Lowe’s, we encourage honest communication and support our employees by providing multiple channels through which they can seek answers to ethics-related questions or report illegal and/or unethical conduct without fear of retribution. Lowe’s Open Door program gives employees access to managers, starting with their direct supervisor. Employees who become aware of conduct that potentially violates the code of conduct also can call Lowe’s confidential 24-hour hotline.


Governance

Lowe’s commitment to responsible corporate citizenship and the long-term growth of our business starts at the top. Our board of directors oversees the sound governance practices that have guided our success for decades. Through constructive engagement with management and shareholders, the board provides oversight and counsel that strengthens our culture of integrity, accountability and responsible business practices.

Our directors serve on one or more of the four committees of the board (audit, compensation, executive and governance) in accordance with the committees’ charters. The board continuously reviews our corporate governance practices and aims to improve and build on them to serve the long-term interests of Lowe’s and our stakeholders.

The following are highlights of Lowe’s corporate governance practices:

  • Every member of Lowe’s board is independent with the exception of the chairman. The board determines whether the roles of the chief executive officer and chairman should be separate. An independent lead director will be elected on an annual basis by the independent directors if the chief executive officer also serves as the chairman.
  • The board conducts an annual self-evaluation to determine whether it and its committees are functioning effectively. In the event of a significant restatement of Lowe’s financial results, the board shall review and consider appropriate adjustments to any incentive compensation that was provided to executive officers on the basis of Lowe’s having met or exceeded specific performance targets during the period subject to restatement.
  • Each year, the executive committee considers succession planning for the chairman and chief executive officer. The chairman and chief executive officer meets annually with the governance committee on succession planning for the chief executive officer’s staff and other key positions.
  • To ensure they become and remain meaningfully invested, independent directors are required to own a certain amount of Lowe’s common stock. The board has regular executive sessions at which the independent directors meet without management participation. The lead director presides at each executive session.

Additional information regarding Lowe’s corporate governance structure, policies and practices is available at Lowes.com/Investor.

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Ethics & Governance


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