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Accordingly, our Board of Directors, a majority of which are independent (as independence is defined by the listing rules of the National Association of Securities Dealers), has adopted a wide range of corporate governance practices that are designed to help Sapient attain this goal. These practices include the following items:

Our Board of Directors: Composition

Sapient has separated the positions of chief executive officer and chairman of the Board of Directors and requires that the chair position be held by an independent director. The chairman is responsible for:

• Ensuring that independent directors' viewpoints are taken into account during agenda-setting and in Board discussions
• Overseeing Board Committee actions and progress
• Convening and setting the agenda for Board meetings and executive sessions

Committees of our Board of Directors: Composition

The Board has formed four Committees to ensure that matters critically important to the Company receive appropriate attention and that an independent, non-management viewpoint is represented in these matters. The four Board Committees are: Audit, Compensation, Governance and Nominating, and Risk. The Audit, Compensation, and Governance and Nominating Committees are composed solely of independent directors. The Committees' charters can be accessed here:

Audit Committee Charter	30.1 KB
Compensation Committee Charter	21.9 KB
Governance and Nominating Committee Charter	37.7 KB
Risk Committee Charter	16.5 KB

Our Board and Board Committees: Powers and Procedures

• Each of our directors and Board Committees is free to consult with independent legal, financial, and accounting advisers for assistance in performing Board and Committee duties. The Company does not determine which advisers are selected, but is committed to providing adequate funding to pay their fees and expenses.
• Our independent directors hold an executive session, without management present, at each Board meeting. Our Audit Committee (which is made up of only independent directors) also holds an executive session with the Company's independent public auditors — and a second executive session with the Company's Internal Auditor — at each Audit Committee meeting.
• Our Internal Auditor reports directly to the chairman of the Audit Committee and is responsible, among other duties, for monitoring and reporting on the Company's legal and financial compliance initiatives.

• To help ensure that our Board and Committees are well informed and operate effectively, we have established the following practices:
  • We limit the number of directors on our Board to a number that can function effectively as a body. (Currently, the Board has eight directors, six of whom are independent.)
  • We discourage our directors from serving on an excessive number of public company Boards of Directors.
  • We hold at least four regular meetings of our Board each year, as well as additional special meetings when matters arise that require Board input and decision. We also hold frequent meetings of each Committee, and, at a minimum: four Audit Committee meetings; three Compensation Committee meetings; one Nominating Committee meeting; and two Risk Committee meetings. In practice, both the Board and its Committees have held significantly more meetings each year than the minimum numbers required.
  • We provide Board and Committee members with an extensive amount of substantive background materials relating to meeting agenda items. These materials are provided sufficiently in advance of Board meetings to allow the directors to thoroughly prepare for meeting discussions.
  • We prohibit our directors from standing for election or re-election at any annual meeting of stockholders that occurs after they reach the age of 70, although the Board may elect to waive this prohibition in specific situations.

Our Code of Ethics and Conduct

The Audit Committee has enacted a Code of Ethics and Conduct (the "Ethics Code") that applies to all Sapient employees (including our chief executive officer and chief financial officer), directors and independent contractors. Additionally, the Audit Committee has established procedures to encourage people in the Company to report possible violations of the Ethics Code and possible instances of improper financial reporting to the Audit Committee. These procedures allow people to submit their reports on a confidential and anonymous basis, if they so choose.

Code of Ethics and Conduct

109.8 KB

Director Nominations and Communications

The Board has adopted policies that permit certain Company stockholders to submit nominations for election as a director and that permit all Company stockholders to submit written communications to the Board. Access policies:

Stockholder Nominations	30.3 KB
Stockholder Communications with Our Board of Directors	19.0 KB