The Board of Directors (the "Board") of DaVita Inc. (NYSE: DVA) today announced that it has enhanced the company's already strong corporate governance policies and practices.
Over the past year, the Board has undertaken a thorough evaluation of the company's corporate governance structure in light of shareholder sentiment and corporate governance trends. As a result of this process the Board has:
- Amended the company's bylaws to grant the right to call a special meeting to shareholders who hold 10% or more of the company's outstanding shares of common stock.
- Approved terminating the company's existing rights agreement ("poison pill") that was due to expire in November 2012. The Board concurrently adopted a policy that the company would not adopt a non-shareholder approved poison pill, subject to certain limited circumstances.
- Changed the company's corporate governance guidelines to set a mandatory retirement age of 75 for Board members and limit Board members to serving on no more than 4 other public company boards.
- Implemented a clawback policy providing for the recoupment by the company of certain incentive compensation of Board members or executive officers in the event that the company has to restate all or a portion of its financial statements and if such Board members' or officers' wrongful conduct contributed to the company's having to restate.
The company's Lead Independent Director Peter Grauer said, "The decision to implement these governance changes further reinforces our already strong governance practices and reflects our commitment to sound corporate governance policies and practices."