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Governance:  Board of Directors

Board of Directors
Governance Principles

Governance is an ongoing commitment shared by our Board of Directors, our management and all Colgate people. At Colgate, we believe strongly that good corporate governance accompanies and greatly aids our long-term business success. This success has been the direct result of Colgate's key business strategies, including its focus on core product categories and global brands, people development programs emphasizing "pay for performance" and the highest business standards. Colgate's Board has been at the center of these key strategies, helping to design and implement them, and seeing that they guide the Company's operations.

Our Board of Directors is independent, experienced and diverse.
The Board believes that an independent director should be free of any relationship with Colgate or its senior management that may in fact or appearance impair the director's ability to make independent judgments, or compromise the director's objectivity and loyalty to stockholders and in 2004 adopted strict new independence standards based on this principle. The Board of Directors is composed entirely of outside independent directors, with the exception of Ian M. Cook, Chairman, President and CEO. Eight of Colgate's nine directors are independent and only one is currently a member of Colgate management.

Related Information: Director Independence Standards, Board Members, Board Committees, Independent Board Candidate Qualifications

Our Board focuses on key business priorities and leadership development.
The Board plays a major role in developing Colgate's business strategy. It reviews the Company's strategic plan and receives detailed briefings throughout the year on critical aspects of its implementation. The Board also has extensive involvement in succession planning and people development with special focus on CEO succession. It discusses potential successors to key executives and examines backgrounds, capabilities and appropriate developmental assignments.

Related Information: Board Committees, Board Guidelines on Significant Corporate Governance Issues

Open communication between and among directors and management fosters effective oversight.
Both inside and outside the boardroom, Colgate's directors have frequent and direct contact with Colgate's management. Key senior managers regularly join the directors during Board meetings and more informal settings, and together they actively participate in candid discussions of various business issues. Between scheduled Board meetings, directors are invited to, and often do, contact senior managers with questions and suggestions. Communication among the directors is enhanced by the relatively small size of Colgate's Board, which fosters openness and active discussion, and by regular meetings with only the independent directors present.

Related Information: Board Guidelines on Significant Corporate Governance Issues, Board Members, Executive Management Team

Established policies guide governance and business integrity.
First formalized in 1996, Colgate's "Guidelines on Significant Corporate Governance Issues" are updated periodically to ensure that they are state-of-the-art. Formal charters define the duties of each Board committee and guide their execution. Colgate's Corporate Governance Guidelines and all Committee Charters are available in the Board Committees area of this web site. Additionally, the Board sponsors the Company's Code of Conduct and Business Practices Guidelines, which promote the highest ethical standards in all of the Company's business dealings.

Related Information: Board Guidelines on Significant Corporate Governance Issues, Board Committees, Code of Conduct, Business Practices Guidelines, Global Hotline

Our Board plays an active role overseeing the integrity of the financial statements of the Company.
The Board is committed to the quality, integrity and transparency of Colgate's financial reports. This commitment is reflected in Colgate's long-standing policies and procedures, including an internal audit group monitoring financial controls worldwide, independent auditors who have a broad mandate and an independent Audit Committee overseeing these areas.

Related Information: Audit Committee, Code of Conduct, Global Hotline

Good governance is the responsibility of all Colgate people.
Colgate people worldwide are committed to living our global values of Caring, Global Teamwork and Continuous Improvement in all aspects of our business. By managing with respect, Colgate people create an environment of open communication, teamwork and personal responsibility. A constant dedication to good governance shapes our Colgate culture and ultimately leads to good business results.

Related Information: Code of Conduct, Global Hotline, Living our Values for Sustainability

Good governance thrives from continuous improvement.
Each year the Board evaluates its performance against criteria that it has determined are important to its success. These certain criteria include financial oversight, succession planning, compensation, strategic planning and Board structure and role. The Board's committees also conduct self-evaluations, examining their overall performance against their Committee Charters. Complementing the Board and Committee self-evaluations, the Board has also developed an individual director evaluation process, which enables the directors to provide valuable feedback to one another for enhanced effectiveness.

Related Information: Board Guidelines on Significant Corporate Governance Issues, Board Committees

Updated January 2009


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