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Ethics and Governance

Portrait of Hap Stein. Image reads: As long-term stewards of our investor's capital, we are committed to best-in-class corporate governance. We place great emphasis on our culture and Core Values, the integrity and transparency of our reporting, and our governance structure for shareholder value.

Hap Stein | Chairman, Regency Centers

 

Governance and Board Oversight

We believe effective corporate governance improves our business decision-making and helps to create long-term shareholder value.

Our Board of Directors guides our strategy and has ultimate oversight responsibility, with management having day-to-day responsibility for the operations of the Company and implementation of our strategy. Of our eleven Board members, nine are independent, and every member must stand for election annually. The Board’s oversight responsibility is fulfilled either directly or through its four standing committees: Audit, Investment, Compensation, and Nominating and Governance. The charters for each of these Board committees, as well as the Corporate Governance Guidelines that detail the governance practices of our Board, can be found on our website and our most recent proxy statement. Regency’s Board receives reports on various aspects of the Company’s business throughout the year, both during and between formal meetings.

 

Board of Directors Organizational Chart. It first shows the four sections of the Board: Audit Committee, Nominating and Governance Committee, Compensation Committee, and Investment Committee. The chart then breaks down the Management Committee into its eight sections: Disclosure, Business Continuity, Compliance, Operating, Technology, Corporate Responsibility, Executive Committee and Cyber Risk.

As delegated by our Board, the Audit Committee provides oversight of Regency’s financial statements and disclosures, internal controls, the engagement of our external auditors, oversight of risk assessment and management relating to our cybersecurity program, and other matters that could impact financial performance of the Company. Our management-led Cyber Risk Committee has responsibility relating to our cybersecurity program and provides reports to the Audit Committee at each of its meetings, and more frequently as necessary or appropriate.

Our Investment Committee provides oversight of Regency’s capital allocation strategy, including investments, acquisitions and dispositions, and developments and redevelopments.

Our Compensation Committee provides oversight of all executive and director compensation, and management succession planning and development. In 2021, to ensure that the importance of corporate responsibility to our business strategy and performance was emphasized, the committee implemented an ESG compensation metric for our NEOs annual incentive program. During 2021, our Compensation Committee regularly reviewed progress against the ESG objectives, which was measured both quantitatively and qualitatively, and determined that the executive team achieved their objectives in this area.

Our Nominating and Governance Committee provides oversight of the Company’s Corporate Responsibility program and ESG strategy and initiatives. As part of this oversight, the committee also provides oversight of risks and opportunities associated with public company governance matters, the Company’s ethics and compliance program, political spending and lobbying (which has been de minimus in recent years), health and safety, our diversity and inclusion program, and risks related to the environmental impacts of our centers, such as those relating to climate change. .

Board Selection, Composition, and Refreshment

The mix of skills, experience, backgrounds, tenures, and competencies, as well as the continuity of our Board, has been integral to the success of our Company. To ensure that this mix is maintained and enhanced, our Board established a formal succession planning process in 2014, which has since been revisited and revised multiple times. A review of the Board succession plan is part of the annual agenda of both the Nominating and Governance Committee, and the full Board. Our Nominating and Governance Committee evaluates each director candidate's specific personal and professional attributes versus those of existing Board members to ensure diversity and expertise across the entire Board.

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While our Nominating and Governance Committee has not adopted a formal diversity policy in connection with the evaluation of director candidates or the selection of nominees, active and intentional consideration is given to diversity in terms of gender, ethnic background, age, and other attributes that could contribute to Board perspective and effectiveness. Our Board's current composition demonstrates the diversity and inclusion progress to date, including appointing an ethnically diverse member in 2021. While we have shown diversity progress, we recognize opportunities still exist.

At Regency Centers, we have lived our Core Values for nearly 60 years by successfully meeting our commitments to our stakeholders. We hold ourselves to this high standard every day. From an ethics and compliance standpoint, we are guided by one of our six Core Values: "We Do What Is Right." This means that we believe in acting with unwavering standards of honesty and integrity.

As delegated to it by our Board, the Nominating and Governance Committee has oversight responsibility for the Company's corporate ethics and compliance program. Management's Executive Committee (which consists of our CEO and the other four most senior executives) has established a Compliance Committee, which is comprised of senior leaders from key areas of our business, to ensure that our ethics and compliance program, and the values underlying it, are embedded throughout the Company's business decisions, processes, and activities. The Compliance Committee meets at least quarterly, and its Chair reports regularly to our CEO and the Board's Nominating and Governance Committee. Updates are also provided to the entire Board at their quarterly meetings.

The key policy document embodying our Core Value of "We Do What Is Right" is Regency Centers' Code of Business Ethics and Conduct (Code of Conduct), which reinforces our culture of honesty and integrity. The Code of Conduct requires that all directors, officers and full and part-time employees comply with applicable laws, rules and regulations, but it also provides specific guidance with respect to particular areas of ethics and compliance, such as our stance against bribery and corruption and our approach to topics such as political contributions, each of which management's Executive Committee must approve (and which have been de minimus in recent years). In addition, our Code of Conduct requires that every employee is trained at new-hire orientation and annually thereafter.

To supplement our Code of Conduct and transparently inform our stakeholders on key issues, we have documented our Corporate Responsibility Policies and Practices, including our:

  • Human Rights Policy
  • Freedom of Association Policy
  • Forced Labor, Child Labor, and Modern Slavery Policy
  • DEI Practices
  • Health and Safety Practices
  • Anti-Money Laundering Policy
  • Anti-Corruption
  • Whistleblower Reporting
  • Business Continuity and Crisis Management

It is important that our employees believe we are living our Core Values every day. As such, we ask our employees to rate our ethics and compliance culture every year as part of an engagement survey we perform through a nationally-recognized third party consulting firm. In 2021, Regency's engagement score in this key area was 90%.

 

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Whistleblower

Regency Centers encourages all employees to report any concerns or improper conduct to their manager, Human Resources, Legal, Internal Audit, or anonymously through our Regency Alert Line. Our Alert Line is an ethics hotline managed by an independent third party, and is available either by phone or online 24 hours a day, seven days a week. In addition, "Speak Up" training is conducted annually to ensure our employees know the numerous reporting channels available to them, while reiterating that retaliation is not and will not be tolerated.

All concerns and inquiries submitted through the Regency Alert Line are provided to a group consisting of senior Human Resources, Internal Audit and Legal personnel for evaluation and investigation, and are reported to the Nominating and Governance Committee of the Board. We make it clear that there will be no retaliation of any kind against anyone reporting suspected unethical, illegal or unsafe behavior. We have zero tolerance for retaliatory actions.

 

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Vendor and Contractor

We do our best to ensure that those we work with have a similar commitment to doing what is right through our Vendor and Contractor Due Diligence process and Principles. Our team works closely with our vendors and contractors to monitor performance and identify and address any activity that does not adhere to our high ethical standards.

Our expectations related to ethics and compliance are reinforced in both mandatory and discretionary online training and learning opportunities, which are periodically refreshed and reviewed to ensure the content remains relevant and appropriate.

In 2021, the following training was provided to our employees:

  • Code of Business Conduct & Ethics
  • Harassment Prevention, such as sexual harassment and age discrimination
  • Cybersecurity, including advanced cybersecurity training such as spear phishing and social-engineered tricks
  • EEO/Diversity
  • Antitrust (tailored based on the employees' respective roles)
  • Speak Up
  • Unconscious Bias
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Cybersecurity

Cybersecurity risks require heightened attention and prevention. We have developed a comprehensive cybersecurity governance structure and policy approach to provide oversight, management, awareness, and training in this crucial area.

At the Board level, our Audit Committee is delegated oversight authority over Regency's cybersecurity program, with management's Cyber Risk Committee having responsibility for implementation of Regency's cybersecurity programs and initiatives. The Cyber Risk Committee reports to the Audit Committee at each of its regular meetings, and more frequently if necessary or appropriate. The Cyber Risk Committee has implemented a robust Cyber Risk Management and Data Breach Preparedness Policy to address the potential for cyber incidents and how to address them.

People are the most significant risk to a company's cybersecurity, as they are susceptible to increasingly sophisticated hackers and cyber-attacks. To address this risk and prepare our people, we ensure onboarding includes robust cyber-awareness training, ongoing regular and unscheduled phish testing to reinforce the awareness of the cyber threat landscape, and annual refresher training with advanced users undertaking specialized training. In 2021, we enhanced our cyber risk management by engaging a vendor to conduct third-party cyber due diligence.

 

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Business Continuity Management

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Regency is committed to minimizing the impact of an unplanned business interruption. We have established a Business Continuity Committee, comprised of a cross-functional group of senior managers, to develop and execute strategies and processes to assess our risk and, in the event of an unplanned interruption, recover operations, data and full functionality. We conduct annual Business Impact Analyses, and each of our geographic locations develops a custom Business Continuity Plan to ensure recovery as soon as reasonably possible for their critical business functions. Our local teams test their respective plans to ensure they are effective and fit for purpose. These activities complement the emergency preparedness planning performed by our Operations personnel at our properties.

Through our thoughtful approach to these issues, we seek to ensure that Regency Centers can withstand unexpected events, such as a pandemic or severe weather, and do our best to operate and provide essential goods and services to our communities during uncertain times.