Board of Directors

Our Board of Directors has ultimate responsibility for the management of our business.  The Board elects our Chairman, Chief Executive Officer and Chief Operating and Financial Officer, as well as other senior officers. The management team, with the Board’s oversight, is responsible for conducting the company’s business to enhance our company’s long-term value. 

The Board performs many of its functions through three committees comprised of non-executive, independent directors:  the Audit Committee, the Compensation Committee and the Nominating and Governance Committee.  A description of each follows:

The Audit Committee: The Audit Committee monitors the integrity of the company’s financial statements, the quality of its internal disclosure controls, its enterprise risk management processes, compliance with the U.S. Sarbanes-Oxley statute, the performance of the company’s internal audit function and its independent registered public accounting firm and the company’s compliance with legal and regulatory requirements.

 

The Compensation Committee: The Compensation Committee reviews the performance and determines the compensation of our Chief Executive Officer and the other officers who serve on our Global Executive Committee, and it oversees various aspects of our compensation and equity incentive programs for our employees generally.

 

The Nominating and Governance Committee: The Nominating and Governance Committee identifies and recommends qualified candidates to serve as members of the Board, recommends directors for membership on Board committees, develops our corporate governance guidelines and leads the Board in its annual review of its own performance (which includes soliciting feedback from members of senior management on how to enhance the effectiveness of the Board).

The Board of Directors takes an active role in the oversight of the company’s corporate social responsibility efforts and disclosure.  We have chosen not to establish a separate committee for this purpose, which results in the entire Board being involved and engaged. Jones Lang LaSalle’s Chief Operating and Financial Officer serves as the liaison to the Board with respect to sustainability and energy management matters. This partnership allows for open communication and regular reports on the company's efforts, both with respect to our own conservation measures and the services we provide to clients.

Size of the Board

The Board currently has 9 directors, 6 of whom are Independent Directors. The Board has determined that the current number of directors constitutes an appropriate size that is large enough to permit diversity of experience and small enough to foster effective discussion and promote individual accountability. The Board will periodically review the size of the Board and determine the size that is most effective in relation to the then current business operations of the Company.

Process for Determining Qualifications of Board Members

Because Jones Lang LaSalle has a modest-sized board, and we believe that corporate social responsibility is very important, the entire board is engaged in sustainability guidance and oversight. The Nominating and Governance Committee, comprising of all of the non-executive directors serving on the Board at any time, works with the Board as a whole on an annual basis to determine the appropriate characteristics, skills and experience for the Board overall and its members individually.

When determining the qualifications and expertise of a Board member, the Committee takes into account a variety of factors for potential candidates. Among other attributes that may be appropriate, the members of the Board should possess the acumen, education and experience to make a significant contribution to the Board. Additionally, within the context of the global nature of the Company’s business, the composition of the Board as a whole and the perceived needs of the Board at a particular time, a member of the Board should bring to the Board a diverse range of skills, perspectives and experience. Importantly, each member of the Board must have the highest ethical standards, a strong sense of professionalism and be prepared to serve the interests of the shareholders. Therefore, a member of the Board should exhibit independence, objectivity and a commitment to the Company’s Corporate Governance Guidelines and its Code of Business Ethics.