The Board is comprised of a majority of directors who qualify as independent directors (the “Independent Directors”) under the listing standards of the New York Stock Exchange (the “NYSE”) and the Securities Exchange Act of 1934. No more than one-third of the total number of directors serving on the Board at the same time may be management executives who are employed by the Company.

The Board reviews annually (or sooner if the disclosure of facts so warrants) the relationships that each director has with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). Following each such review, only those directors who the Board affirmatively determines have no material relationship with the Company (either directly or as a partner, shareholder, director or officer of an organization that has a relationship with the Company) will be considered Independent Directors, subject to additional qualifications prescribed under the listing standards of the NYSE.

The Nominating and Governance Committee sponsors annual self-assessments of the performance of each of the Chairman, the Board and each Committee, the results of which are discussed with the full Board. The Committee is responsible for establishing the evaluation criteria, implementing the process for such evaluations, as well as considering other corporate governance or corporate social responsibility principles that may, from time to time, merit consideration by the Board. These assessments include a review of any areas in which the Board or any of its Committees can make a better contribution to the governance of the Company; the purpose of the review is to improve the effectiveness of the Board and its Committees overall.

A “conflict of interest” occurs when an individual’s personal or individual interest interferes in any way with the interests of the corporation as a whole. A conflict situation can arise when an employee, officer or director takes actions or has personal interests that may make it difficult to perform his or her company work objectively and effectively. Conflicts of interest also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the firm.

For the Board of Directors, if an actual or potential conflict of interest develops, a director should immediately report such matter to the Chairman for evaluation and appropriate resolution in consultation with the remaining members of the Board.  If a director has a personal interest in a matter before the Board, the director shall disclose the interest to the Board, excuse himself or herself from participation in the relevant discussion and shall not vote on the matter.

Additionally, none of our employees, officers or directors may compete with Jones Lang LaSalle businesses or let their dealings on behalf of any of our businesses be influenced, or appear to be influenced, by personal or family interests. Exceptions may only be made after full disclosure to the Global or a Regional Chief Executive Officer and upon the written consent of that person.