Pyxus International, Inc.
Corporate Governance Guidelines
The Board of Directors (the Board) has adopted these Corporate Governance Guidelines, in conjunction with the
charters of key Board Committees, to inform shareholders, employees, customers and other constituents of the Board’s
principles as a governing body. The Board fosters and encourages a corporate environment of strong disclosure
controls and procedures, including internal controls, fiscal accountability, high ethical standards and compliance
with applicable policies, laws and regulations. At Pyxus International, Inc. (“Pyxus” or the “Company”),
re-examining our practices and setting new standards is an ongoing process. Similarly, the area of corporate
governance continues to evolve. Therefore, the Board fully expects these Guidelines to be reviewed and modified as
needed upon the recommendation of the Environmental, Social, Governance and Nominating Committee (the “ESGN
Committee”).
Access to Information
The Company’s governance-related documents, including these Guidelines, the committee charters, and the Code of
Business Conduct, are available on the Company’s website, www.pyxus.com, or by written request addressed to: Corporate Secretary, Pyxus International,
Inc., P. O. Box 2009, Morrisville, NC 27560.
Roles and Responsibilities
Role of the Board
A director’s basic responsibility is to exercise his or her good faith business judgment in furthering the
best interests of the Company. In discharging that obligation, each director is entitled to rely on the
honesty and integrity of the Company’s Executive Management, senior officers, the internal audit
function, independent accountants and outside advisors and consultants.
Role of Management
The Board has delegated to the Chief Executive Officer (CEO) and other executive officers the authority
and responsibility for managing the business of the Company in a manner consistent with the standards
and practices of the Company, and in accordance with any specific plans, instructions or directions of the
Board. The CEO and other executive officers are responsible for seeking the advice and approval of the
Board with respect to extraordinary actions being contemplated.
Board Responsibilities
Oversight of the Company by the Board is an active, not a passive, responsibility and includes the following specific
responsibilities:
- Appointing the executive officers who will conduct the Company’s business on a daily basis.
- Advising and counseling the executive officers.
- Monitoring the performance of the executive officers by examining the effectiveness of policies
and decisions, including the creation and execution of strategies appropriately aligned with the
Company’s mission.
- Overseeing the processes for maintaining the integrity of the Company with regards to its
financial statements and other public disclosures, and compliance with laws and ethics
- Reviewing and approving the Company's annual budget, material capital expenditures, changes
in capital structure, material acquisitions and divestitures, major financial objectives and strategic
plans.
- Planning for succession with respect to the position(s) of Chairman and CEO, and monitoring
succession planning for other executive officers.
The Board of Directors is the ultimate decision-making body of the Company, except with respect to those matters
reserved to the shareholders.
Board Composition
Size of the Board
The Company’s Amended and Restated Articles of Incorporation provide that the size of the Board shall be no less than
five and shall be seven or such other number as the Board may from time to time determine. The ESGN Committee
periodically considers and makes recommendations to the Board concerning the appropriate size and needs of the
Board, and the Board may, from time to time, change to the size of the Board in light of these recommendations. The
Board may consider increasing the size of the Board in order to accommodate the addition of members due to the needs
of its standing committees, the availability of one or more outstanding candidates or other reasons, although the
Board does not expect that any such increases would result, other than temporarily, in the size of the Board
exceeding nine.
Board Member Criteria
The Board seeks members from diverse professional backgrounds who combine a broad spectrum of experience and
expertise and possess a reputation for the highest personal and professional ethics, integrity, and values. The ESGN
Committee is responsible for identifying specific skills and characteristics that may be sought in light of the
current make-up of the Board and its anticipated needs going forward. Factors that the ESGN Committee may consider
are: international business experience; the ability to actively participate in and contribute to the deliberations
of the Board; the capacity and desire to represent the balanced, best interests of the shareholders; the ability to
exercise independent judgment and decision making; the time available to devote to the responsibilities of a
director; and the Board’s appropriate diversity of background, personal and professional experience, gender and
ethnicity. The Board believes that continuity of knowledge of the Company and experience gained through service on
the Board are important to a director’s service on the Board.
Independence of Directors
The independence of each director shall be determined by the Board of Directors, upon recommendations by the ESGN
Committee, in accordance with the applicable rules and regulations, including the listing requirements of any
national securities exchange on which the Company’s common stock is listed (and, during any period in which the
Company’s common stock is not listed for trading on any national securities exchange, the rules of the New York
Stock Exchange). Directors who do not meet the independence requirements also make valuable contributions to the
Board and to the Company.
Board Expectation of Directors
It is expected that all Pyxus directors will demonstrate the following qualities:
- Regular attendance at Board, Committee and Annual Shareholder meetings
- An understanding of Pyxus’s business
- Sufficient review of information distributed prior to meetings to ensure constructive participation in Board and
Committee discussions
- Availability to the CEO and other executive officers for advice and counsel
Election of Directors
Directors are elected annually for one-year terms, expiring at the next succeeding annual meeting of
shareholders. Between annual shareholder meetings, the Board may elect directors to fill positions
created by changes that occur due to resignation, retirement, or other reasons.
Majority Election of Directors
Directors shall be elected by the shareholders by a majority of the votes entitled to be cast by the shares
entitled to vote in the election at a meeting at which a quorum is present.
Nominating Processes
It is the responsibility of the ESGN Committee to identify qualified candidates to
serve on the Board and help recruit potential directors. In doing so, the ESGN Committee will evaluate
candidates in view of the responsibilities, qualifications and independence requirements set forth in these
Guidelines. The ESGN Committee will receive recommendations from shareholders of potential nominees for election
as directors, review the qualifications of incumbent directors and review potential conflicts of current and
prospective Board members. Qualified candidates not then serving on the Board will meet, either individually or
collectively, with the Chair of the Board, the Chair of the ESGN Committee and other directors as appropriate,
prior to being recommended for election to the Board.
The invitation to join the Board of Directors is extended only after a candidate’s
qualifications have been reviewed by the ESGN Committee, such Committee has formally recommended the Candidate
to the Board for approval and the Board has approved the candidate’s election by a majority vote. Invitations
are extended on behalf of the Board by the Chair, or in the absence of the Chair by a director as designated by
the Board.
The ESGN Committee may, but is not required to, engage the services of a third party
to assist in the recruitment of directors as necessary.
Term Limits
Term limits have not been established for directors.
Principal Occupation or Business Association Change
Individual directors who experience a significant change in principal occupation or
business association from the position held upon joining the Board should volunteer to resign from the Board.
While it is not the sense of the Board that in every such instance a director should necessarily leave the
Board, such a step provides an opportunity for the Board, through the ESGN Committee, to review the continued
appropriateness of Board membership under the circumstances. No member of the Board whose membership is being
reviewed will participate in the review process or vote on the matter.
Other Directorships
Generally, directors should not serve on more than three other boards of public
companies in addition to the Pyxus Board. Board memberships in excess of this limit that are held at the time
these Guidelines are adopted may be maintained unless the Board determines that doing so would impair the
director’s service on Pyxus’s Board.
Directors are expected to advise the Chair of the Board and the Chair of the ESGN
Committee in advance of accepting any other company directorships or any assignment to the audit committee or
compensation committee of the board of directors of another public company.
Board Structure & Operations
Chair of the Board
The Chair of the Board will be elected by a majority of the Glendon Directors and the
Monarch Directors (as such terms are defined below), each acting in his or her sole discretion; provided, that
if the number of Glendon Directors plus the number of Monarch Directors is fewer than three or if no such
majority can be reached, then the ESGN Committee is to recommend one or more directors to serve as Chair of the
Board and the Chair of the Board shall be elected by a majority of the directors then in office. The term
“Glendon Directors” shall mean all directors who were elected at the designation of or nomination by Glendon
Capital Management LP, a Delaware limited partnership (the “Glendon Investor”), provided that at the time of
such designation or nomination the Glendon Investor’s Investor Percentage Interest is at least 10%. The term
“Monarch Directors” shall mean all directors who were elected at the designation of or nomination by Monarch
Alternative Capital LP, a Delaware limited partnership (the “Monarch Investor”; the Glendon Investor and the
Monarch are generically referred to as the “Investor”), provided that at the time of such designation or
nomination the Monarch Investor’s Investor Percentage Interest is at least 10%. As used herein, “Investor
Percentage Interest” means, with respect to an Investor, as of any date of determination, the percentage
represented by the quotient of (a) the number of shares of Common Stock that such Investor and its affiliates
beneficially own divided by (b) the number of shares of Common Stock then outstanding; provided, that solely for
purposes of this definition, any shares of Common Stock issued to current or former employees and service
providers of the Company pursuant to compensatory equity awards shall be disregarded. The Chair of the Board
shall preside at all meetings of the shareholders and the Board and shall have such other powers as may be
conferred upon him or her by the Board.
Lead Independent Director
The ESGN Committee annually recommends a Lead Independent Director for approval by
the Board of Directors. If the Chairman is an independent director, the Chairman may also be appointed to serve
as Lead Independent Director. The role of the Lead Independent Director will be to: preside at all executive
sessions of the independent directors; act as the liaison between the non-management directors, the Chairman and
the CEO; and consult with the Chairman and the CEO on Board agendas as necessary. There is no mandatory rotation
or term limit associated with the role of Lead Independent Director.
Chief Executive Officer
The Bylaws of the Company provide that the CEO will report to the Board of Directors.
At any time
during which the Chair also serves as CEO, Board members should raise any issues regarding the
performance or compensation of the CEO with the Chair of the Compensation Committee and all other
issues should be raised with the Lead Independent Director.
Board Committees
The Board will have
at all times an Audit Committee, a Compensation Committee and an Environmental, Social, Governance and
Nominating Committee. No director who is an officer or employee of the Company or any of its subsidiaries may
serve on any of these committees. The Board, upon recommendation of the ESGN Committee, will establish and
maintain a clear delineation of responsibilities among the committees. Each of these committees will have its
own governance guidelines in the form of a charter. The charters will set forth the purposes and
responsibilities of the committees. Each committee will review its charter annually and recommend modifications
as necessary. The committee charters are available in the Corporate Governance section of the Pyxus website at
www.pyxus.com.
Committee members will be appointed by the Board, upon recommendation by the ESGN Committee, annually and upon the occurrence of any vacancy on a committee. There is no mandatory rotation or term limit associated with committee memberships. The ESGN Committee will evaluate and report to the Board with respect to the qualifications of directors for service on any committee, including for the Audit Committee the independence, financial literacy and financial expertise of its members. Each committee of the Board shall, if requested in writing by the Glendon Investor, include the Glendon Director as specified by the Glendon Investor in its request, and, if requested in writing by the Monarch Investor, include the Monarch Director as specified by the Monarch Investor in its request.
The Chair of each committee will determine the frequency and length of committee
meetings, develop
the meeting agendas, and regularly report meeting highlights to the Board. Each committee must keep
minutes of its proceedings.
Each committee has the authority to retain any outside firm deemed necessary and
appropriate to assist
it in meeting its mandates under the applicable committee charter, including the sole authority to approve
the firm’s fees and other retention issues.
The Board may establish additional committees as necessary or appropriate, in
accordance with the
Bylaws.
Executive Sessions of Independent Directors
Independent directors generally meet in executive session in conjunction with every Board meeting and at other times as necessary. The Chair of the Board, if an independent director, or his or her designee presides at these sessions. If the Chair of the Board is not an independent director, the Lead Independent Director shall preside at these sessions. Such sessions of the independent directors shall not constitute meetings of the Board and the independent directors shall have no authority to take action on behalf of the Board at such sessions.
Board Access to Management and Independent Advisors
Board members have complete access to the officers, employees and, as necessary and
appropriate,
independent advisors of Pyxus. It is understood that directors will use their judgment to ensure that any
such contact is not disruptive to the business operation of the Company and, to the extent appropriate,
advise the CEO of relevant communications between a director and officer, employee, or independent
advisor of the Company.
The CEO is encouraged to invite to the Board meetings senior managers who can provide
additional
insight into business matters being discussed and those individuals with high future potential who should
be given personal exposure to members of the Board.
The Board has the authority to retain any outside firm deemed necessary and
appropriate to assist it in
meeting its fiduciary obligations, including the sole authority to approve the firm’s fees and other
retention issues.
Evaluation of Board and Committee Performance
The Board of Directors and each Committee will conduct an annual self-evaluation to
determine whether
its structure, governance principles, composition, agenda, processes and schedule are functioning
effectively in view of its responsibilities and the evolving situation of the Company.
The ESGN Committee will develop and implement the process for evaluating Board and Committee performance.
Communication with the Public
Ordinarily, communications about the Company are made by management, not by the
directors. Inquiries
received by directors from outside parties, including institutional investors, analysts, the media,
customers, or other constituencies, are referred to the appropriate member of management.
Director Compensation
The Compensation Committee is responsible for periodically reviewing non-employee
director
compensation in relation to the Company’s peer group and competitors. The Compensation Committee
is responsible for recommending to the Board any change in remuneration of directors, including annual
retainer fees, meeting attendance fees, and equity grants. Changes in Board compensation require
discussion and consent by the full Board.
The ESGN Committee will consider that a director’s independence may be jeopardized if director compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to organizations with which a director is affiliated, or if the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a director or an organization with which the director is affiliated.
Management directors are not compensated for their services as a
director.
The Board may mandate (upon recommendation by the ESGN Committee), for its independent and executive directors, minimum ownership requirements in the Company’s stock, which ownership will include shares of Company stock awarded to directors, to the extent such awards are retained, and the shares of Company stock beneficially owned by a firm that employs a director.
Board Orientation and Continuing Education
The Corporate Secretary will arrange an orientation program designed to familiarize
new directors with
the Company, its management structure and operations, the industry in which Pyxus operates, and key
legal, financial and operational issues. Directors will be provided with information regarding corporate
governance and the structure, management and director responsibilities and procedures of the Board and
its committees.
Directors will be encouraged to participate in appropriate continuing education
programs in order to
maintain the necessary level of expertise to perform their responsibilities as a director.
Board Meetings
Ordinarily, the Board holds at least four regular meetings per year. Additional board
meetings may be
called at any time to address specific issues and the Board is expected to meet as frequently as necessary
to properly discharge their responsibilities. The Board may also periodically act in the form of a
unanimous written consent.
Directors are expected to attend Board meetings and meetings of committees on which
they
serve. Directors are also expected to attend the Annual Shareholder Meetings. A calendar of meetings
is developed and circulated as far in advance as practical.
Agenda
The Chair of the Board establishes the agenda for each Board meeting. Any director
may suggest items
for inclusion on the agenda, request a report by a member of Pyxus’s management, request additional
pre-meeting materials, or raise subjects that are not specifically on the agenda for that meeting.
Material Distribution
Whenever possible, information relevant to the directors’ understanding of the
business to be conducted
at regularly scheduled Board or committee meetings will be distributed substantially in advance of the
meeting to facilitate focused and constructive discussion on the matter. Directors are expected to review
meeting materials in advance of the meeting. Sensitive issues may be discussed at the meeting without
written materials being distributed in advance or at the meeting.
Evaluation of the Chief Executive Officer
It is the responsibility of the Compensation Committee to annually: set goals and
objectives relevant to
CEO compensation; evaluate the CEO’s performance; and, as a committee or together with the other
independent directors, as directed by the Board, set the CEO’s compensation level.
Succession Planning
The ESGN Committee will periodically consider and report to the Board on succession planning and management development. The Board will work with the ESGN Committee to identify and evaluate potential successors to the CEO. The CEO will periodically report to the ESGN Committee and to the Board regarding his or her recommendations and evaluations of potential successors, the development of other executive talent, and the executive management needs of the Company.
Code of Business Conduct
The Board expects all Pyxus directors, officers and employees to act ethically and in
accordance with the
Company’s Code of Business Conduct all times. Any waiver of the Code of Business Conduct for an
executive officer or director may be made only by the Board or a Board Committee and must be promptly
disclosed to shareholders, which disclosure may be made by means of postings to the Company’s website.
Conflicts of Interest
If an actual or potential conflict of interest arises for a director, the director
will promptly inform the CEO
and Chair of the Board. All directors will recuse themselves from any discussion or decision affecting
their personal, business or professional interests.
Hedging and Pledging Transactions
Hedging or monetization transactions that permit a director of the Company to
continue to own the
securities of the Company, but without the full risks and rewards of ownership, may result in a director
no longer having the same objectives as the Company's other shareholders. The Board believes that
directors must not engage in any personal hedging or monetization transactions with respect to the
Company’s securities, including, but not limited to, through the use of financial instruments such as
exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other
derivative instruments, or through the establishment of a short position in the Company’s securities.
Pledging of Company securities personally held by a director as collateral for a loan
may have a
detrimental impact on shareholders if the director is forced to sell the pledged Company securities - e.g.,
to meet a margin call, in which case the forced sale of a significant amount of Company’s stock may
negatively impact the Company’s stock price. The Board believes that a director must not engage in any
pledging of Company stock held by the director.
Context
These Guidelines are to be interpreted in the context of all applicable laws, the
Company’s Articles of
Incorporation, Bylaws, Shareholders Agreement dated as of August 24, 2020, as amended, and other
governing legal documents, all of which necessarily take precedence.
* * *
Adopted March 17, 2022.