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Ethics and Governance

Portrait of Hap Stein
Hap Stein  |  Executive Chairman

Board of Directors

Regency’s Board of Directors guides our strategy and management. This governing body includes four Board committees consisting of Audit, Investment, Compensation, and Nominating & Governance. In 2019, our board was comprised of 12 members, three of which were women. We understand that the quality, dedication and chemistry of our Board are integral to the Company’s success. To ensure the vitality of our Board and governance into the future, our Board adopted a succession plan in 2014, laying out a thoughtful, measured path to board refreshment. The plan was re-evaluated and updated in 2017 to include, among other things, enhancement of board diversity, including gender diversity. To continue this focus, we have developed a board diversity goal as part of our Corporate Responsibility program for 2020.

Our Board has three female members, making it 25% female in 2019 and 27% female in 2020. Because of this, the 2020 Women on Boards organization recently awarded Regency Centers a “W” for 2019 for having at least 20% women on its Board. 2020 Women on Boards is an education and advocacy campaign driving the movement towards accelerating gender balance on corporate boards.

 

Gold-Target    Goals
  • Maintain at least 25% female representation on Board of Directors and appoint a female Committee Chair
  • Review and refresh, as needed, the Board Succession Plan
  • Maintain 75% or greater attendance by members of the Board of Directors at all Board and Committee meetings
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Board of Directors Characteristics

As of 2020 Shareholder Meeting
Four pie charts showing diversity in board membership. 3 Women, 8 Men. 9 Independent, 2 Non-independent. 3 >10 year tenure, 2 5-10 year tenure, 6 <5 year tenure. 1 <50 years old, 3 50-55 years old. 1 56-60 years old. 6 >60 years old
Picture of Deirdre J Evens, Chair, Compensation Committee


Deirdre J. Evens brings 34 years of experience and insight to our Board of Directors, including core competencies and expertise in human capital, talent management, technology and managing technological change, strategy and diversity. In recognition of her leadership coupled with her strong background in human capital and compensation, the Board appointed Deirdre as chair of its Compensation Committee in early 2020.

Portrait of Lisa Palmer, President and Chief Executive Officer


Since January 1, 2020, Regency Centers has been proud to have Lisa Palmer as the company’s President and Chief Executive Officer. Not only does she bring 25 years of experience, 23 of which have been directly with Regency, she is also the first female CEO for the company, and one of only 30 women S&P 500 CEOs. 

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Ongoing Best Practices

We continue to monitor trends and best practices in corporate governance. We enhanced the following governing documents to align with best practices:

 

Graphic showing Best Practices Checked Off: Code of Business Conduct and Ethics, Political Activities & Contributions Policy, Conflict of Interest Policy, Clawback Policy, Related Party Transaction Policies and Procedures, Committee Charters for Audit, Compensation and Nominating and Governance, Policy Statement on Insider Trading, Stock Ownership and Retention Policy

 

Regency seeks to outperform fairly and honestly. “We do What is Right” has remained a key tenet of our Core Values since our inception, and is at the heart of being a good corporate citizen. Regency’s unequaled combination of competitive advantages provides superior performance, but never through unethical or illegal business practices. This avoids negative impacts, minimizes and mitigates risks, and strengthens the positive impacts of our choices and activities.

In order to ensure that our values and ethics are maintained, Regency has created, and adheres to, our Code of Business Conduct and Ethics which was updated in 2019. Employees receive training on the Code annually and are encouraged to seek guidance from a trusted leader of their choice when they are in doubt. Each leader is given additional guidance on how to implement the Code. In addition, each employee is instructed to communicate any suspected improprieties or attempts to bypass our controls to a supervisor, aforementioned trusted officer or anonymously through our AlertLine either by phone or the online portal. Internal investigation and disciplinary review policies have been established directly by our Compliance Committee.

 

Callout graphic showing ISS Quality Score Logo and caption reading: Because of this stalwart adherence to ethical behavior and oversight, Regency has consistently received the highest overall corporate governance score of 1 from shareholder advisory firms such as Institutional Shareholder Services (ISS).

 

 

Gold-Target    Goals
  • All employees receive training on the refreshed Code of Business Conduct and Ethics and cyber security
  • Deliver the refreshed Speak Up training to all employees
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Management Committee

 

Regency’s success is also due to the governance provided by internal management committees, which consist of our Executive, Operating, Cyber Risk, Business Continuity, Technology, Employee Benefits, 401K/Retirement Benefits, Compliance, and Corporate Responsibility committees. These focused management committees strive to ensure leading practices are implemented in their areas of responsibility and are overseen by the Board.

The Compliance Committee ensures Regency is conducting business ethically and fairly through the identification and mitigation of risks. Risk action plans are developed, and reviewed and updated by the Committee quarterly prior to reporting to the Nominating & Governance Committee. This is part of our comprehensive approach to risk management, documented in our Corporate Responsibility Policies and Practices document.

Our Corporate Responsibility Committee oversees implementation of and reporting about our environmental, social and governance activities. It includes representatives from key departments that contribute work to achieve our objectives and goals. Reporting to the Board, Operating Committee, and senior management occurs regularly.

The organizations with which we work have an important role in Regency’s business success, and we aim to foster strong and collaborative relationships with them. Our vendors and contractors should be familiar with our Core Values and Code of Business Conduct and Ethics, as they underpin our vision to be the preeminent national owner, operator, and developer of neighborhood shopping centers. In 2019, we extended our efforts to ensure our vendors and contractors implement environmental, social and governance (ESG) principles in their operations before appointment through the use of a questionnaire. They must also acknowledge and agree to uphold our Vendor and Contractor Principles in their work with us.

Ethic-CyberSecurity

Regency's Cybersecurity

Regency has developed a leading cybersecurity policy and governance approach in order to manage and mitigate cyber risks. We have a Cyber Risk Management Committee that consists of 21 representatives from ten departments. The Committee adopted the NIST cybersecurity framework to assess its current state and prioritize action areas. We believe the highest risk in cybersecurity is people, as they are susceptible to increasingly sophisticated hackers and cyber-attacks. To better prepare our people, we focus on comprehensive onboarding, phish testing and training, annual user training, and specialized training for advanced users. Additionally, Regency offers cybersecurity skills and knowledge-building courses to its employees’ families and holds an annual cybersecurity awareness month to refresh employees’ skills and awareness. This unique approach has allowed Regency to remain agile in response to potential threats, garner company-wide buy-in for cybersecurity initiatives, and proactively deploy solutions that might exceed the normal purview of an IT function.