Corporate Governance

It is the policy of Schnitzer Steel Industries, Inc. to conduct business with the highest level of ethical standards and integrity. The policies established by our Board of Directors are designed to ensure that the business is well managed to serve its shareholders and maximize long-term shareholder value. We are committed to the principles embodied in our Corporate Governance Guidelines and the Code of Conduct to preserve one of our greatest assets – our reputation. The primary components of our corporate governance program are:

• Corporate Governance Guidelines. These guidelines establish policies and procedures for, among other things, Board membership and leadership (including our director independence standards), the structure and function of Board committees, Board and committee meetings, succession planning and CEO performance evaluation, compensation and stock ownership and oversight of the Code of Conduct.
• Committee Charters. Schnitzer Steel has three standing committees with written charters:
  • Audit Committee
  • Compensation Committee
  • Nominating and Corporate Governance Committee

  Each committee is comprised entirely of independent directors.

• Code of Conduct. Our company's policy and practice is to comply with the letter and spirit of all laws and governmental rules and regulations affecting the company and its employees and to strive to achieve for itself and its employees the highest possible standard in business ethics. In that regard, we maintain a Code of Conduct compliance program. The Code of Conduct incorporates the company's Stock Trading Policy.

See Also: Policy on Director Independence

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