Ensuring Governance with Integrity
CCA's approach to corporate governance is grounded in accountability and guided by a strong commitment to integrity, one of our primary Values.
Board of Directors
Sound corporate governance begins with the Board of Directors. CCA has assembled an independent board with diverse personal and business experiences. Key board facts include:
Eleven of our 14 directors are independent.
There is a separate chairman and CEO and a presiding independent director for executive sessions.
Audit, compensation, and nominating and governance committees consist exclusively of independent directors.
Directors serve one-year terms.
Guidelines set stock ownership standards for all directors.
CCA's Board of Directors believes that sound corporate governance practices that promote regulatory compliance, mitigate enterprise risk, assist our directors and executives in fulfilling their fiduciary duties, and appropriately address the interests of other company stakeholders are critical to the company's long-term health and ability to create value.
CCA's board takes a judicious approach toward evolving practices in corporate governance, adopting progressive practices that fit the company's needs and are responsive to investors, while carefully and continually evaluating new standards and practices. Board policies that exhibit this approach include:
A majority voting standard in uncontested director elections and a director resignation policy.
Disclosure of political contribution data and internal policies governing the company's government relations activities.
Stock ownership guidelines for our executive management team and our non-employee directors.
CCA also takes extensive measures, both internally and in close partnership with government partners, to assess and address enterprise risks and ensure safe, secure operations. Effective risk management is a key governance objective that protects investments and helps promote CCA as a long-term, sustainable enterprise.
CCA embeds enterprise risk management (the identification, prioritization, and assessment of the full range of financial, operational, business, reputational, governance, and managerial risks) within its strategic management process, with regular board oversight.
CCA is subject to strong oversight and accountability from our government partners, who have unfettered access to our facilities. Most of our partners maintain full-time monitoring officials at our facilities.
CCA has a robust and extensive internal audit process based on the standards and audit instruments of our government partners. We also conduct our own unannounced, internal audits annually at every one of our facilities.
Code of Ethics and Business Conduct
The CCA Code of Ethics and Business Conduct applies to all officers, directors and employees of the company and its subsidiaries. It incorporates our Guiding Principles of integrity, respect, trust and loyalty and clearly outlines our basic conduct expectations. The code thus serves as an essential governance, compliance and risk management tool. Our Board of Directors’ nominating and governance committee oversees the Code of Conduct and the company's compliance and ethics programs. All CCA employees receive training on the company's Code of Conduct and other key conduct-related policies and are required to complete a code certification process annually.
CCA maintains a 24-hour ethics hotline available to all employees that permits callers to report apparent or potential misconduct, raise concerns, or ask questions about company policies and standards confidentially and without fear of retaliation. All reports are reviewed by the company's ethics office and appropriately investigated. If warranted, reports are referred to our Audit & Risk Committee. This is consistent with the procedures adopted by the Audit & Risk Committee for addressing auditing, accounting and internal controls concerns. CCA's Code of Conduct is available here.
Building Investor Value
CCA is committed to building investor value, as doing so holds us accountable to our objective of producing cost savings for taxpayers and offering solutions for our government partners. In being efficient with taxpayer dollars and providing the high-quality services and programs our partners need, we produce value for our organization, which is represented through our publicly traded stock. Our investors provide the fiscal accountability and capital that empower us to provide this important public service.
More information about CCA's financial strength and continuing efforts to build long-term stockholder value is available in our Investor Relations area.
Full and Fair Disclosure
CCA is committed to full, fair, accurate, timely and reliable disclosure to the investing public and to maintaining strong internal control procedures. The board's Audit & Risk Committee exercises oversight to ensure the integrity of our financial statements and the performance of our internal and external audit processes. On a management level, our disclosure committee takes seriously its charge of ensuring our public disclosures are accurate and complete. Since the enactment of Sarbanes-Oxley in 2002, no material weaknesses have been identified in the company's internal controls over financial reporting.