Ethics and Governance
Board Members: Jim Simmons (Left), Lisa Palmer | President & CEO (Top Center), Bryce Blair (Bottom Center) and Deirdre Evans (Right)
Board of Directors
Our Board and senior management are committed to best-in-class corporate governance. Our Board guides our strategy and direction, and is comprised of four committees: Audit, Investment, Compensation and Nominating & Governance. This ensures structured
oversight of our corporate strategy, capital allocation,
risk management and corporate responsibility.
In 2020, our Board had eleven members, three of which were women and nine of which were independent. The Audit, Compensation and Nominating & Governance committees are all entirely comprised of independent members. The quality, dedication, and chemistry of our Board are crucial to our success. To ensure we have strong governance into the future we conduct regular Board succession and refreshment planning. We recognize the value of diverse thought and experience, as well as inclusion of different cultural and racial perspectives.
Our Board is committed to a robust Corporate Responsibility Program and has delegated its oversight to the Nominating & Governance Committee. This ensures that our Corporate Responsibility strategy and objectives are embedded in all that we do. From a management perspective, our Corporate Responsibility Committee is comprised of senior leaders from all areas of the business and reports regularly to the Operating Committee (which is comprised of the top eight executives at Regency) and the Board’s Nominating & Governance Committee. In addition, our Board’s Compensation Committee has implemented an ESG compensation metric for Named Executive Officers' annual incentive program.
Board Succession Planning, Refreshment and Diversity
The mix of skills, experience, tenures and competencies, as well as the continuity of our Board is integral to the success of our Company. To ensure that this mix is maintained and enhanced, our Board established a succession plan in 2014. This plan has
been revisited and revised by the Board in 2017 and again in 2020.
Accomplishments of the Board’s succession planning process from 2015 to 2020 include:
Increased gender diversity, with three women currently on the Board. One serves as CEO and another as Chair of the Board’s Compensation Committee.
Reduced average Board tenure from 14 years in 2015 to 9 years at the end of 2020. In 2020, over half of our directors (6 of 11) had fewer than 5 years of tenure.
Reduced average age of directors to 62 years.
Separated the roles
of Chairman and CEO in 2020.
Added new experience
to the Board, including expertise in retail, human capital and technology/cyber risk.
During 2020, our Nominating and Governance Committee and full Board conducted a formal search for qualified underrepresented minority candidates to join our Board. We are pleased that this search was successful and in May 2021, Jim Simmons was appointed to our Board. Jim’s appointment further enhances our Board’s diversity, brings new perspectives and experience and demonstrates our Board’s efforts to continually refresh itself.
- Maintain a Board of Directors with at least 25% of members female or from underrepresented minorities
- Implement a plan to increase the number of members from underrepresented minorities as part of the Board's regular succession planning
- Maintain 75% of greater attendance by members of the Board of Directors at all Board and Committee meetings
Upholding High Standards of Business Conduct
"We do what is right" is one of our core values and we believe in acting with unwavering standards of honesty and integrity. This is a key tenet of the values that have guided us since our foundation. To formalize this commitment we have a robust Code
of Business Ethics and Conduct on which every employee is trained at orientation and then on an annual basis. This Code ensures that our financial and business success are never achieved through unethical or illegal business practices. It documents
our approach to issues such as political contributions, each of which must be approved by our three-member Executive Committee, and ensures that our stance against bribery and corruption is clear.
Employees are encouraged to seek guidance from a senior leader if they suspect any improprieties, or to report them anonymously through our AlertLine, either by phone or the online portal. Annual “Speak Up” training ensures our team is aware of this and that retaliation for such reports is not tolerated.
To supplement our Code, we have documented our Corporate Responsibility Policies and Practices which include an Anti-Money Laundering Policy, our comprehensive approach to risk management and
internal audit, as well as Business Continuity and Crisis Management. We also aim to ensure 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 actions that don’t adhere to our high ethical standards.
Business Continuity Management
Ensuring that Regency is able to operate, come what may, has been part of our approach to governance for many years. We conduct annual Business Impact Analyses and each area develops a custom Business
Continuity Plan that ensures appropriate recovery times for their functions. Teams test their plans to ensure they are fit for purpose.
These activities complement the emergency preparedness approach taken at our properties.
Our thoughtful approach to these issues ensures that we are able to withstand unexpected events. It enabled us to quickly and efficiently pivot as the pandemic emerged to keep our centers and business operating while implementing plans to protect our people and visitors to our centers. Our plans and actions before and during the pandemic crisis, as well as during other severe weather events that have impacted our properties, guaranteed that we can operate and provide essential goods and services to our communities during uncertain times.
- All employees receive annual training on the Code of Business conduct and Ethics
- Improve third party cyber risk management and deliver annual cyber security training to all employees
"Regency’s steadfast focus on doing what is right means that we have robust business continuity processes and structures in place. Our Business Continuity committee strives to ensure we meet our commitments despite unexpected events through our Business Continuity plan and ongoing investments in technologies that support our overall company mission."
Joanne Mondares, Director SEC Reporting and Policies, who coordinates Regency’s business continuity efforts
Regency acknowledges that cybersecurity risks require heightened attention and prevention. To do so, we have developed a leading cybersecurity policy and governance approach. People are considered our biggest risk, as they are susceptible to increasingly sophisticated hackers and cyber-attacks.
To address this risk and prepare our people, we ensure onboarding includes robust training, regular and unscheduled phish testing is conducted, and all employees undertake annual refresher training with advanced users undertaking specialized training. Additionally, we hold a cybersecurity awareness month.
This approach has allowed us to remain agile in response to potential threats, and in 2021 we will maintain our training and testing and enhance our cyber risk management with a focus on third party risks.