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SEC Filings

APOLLO EDUCATION GROUP INC filed this Form DEF 14C on 12/29/2014
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Corporate Governance and Board Matters
We believe that our corporate governance procedures and practices, several of which are summarized below, are a critical part of our corporate culture. We also believe it is important that shareholders understand our governance practices. In order to help ensure transparency of our practices, we have posted information regarding our corporate governance procedures on the Investor Relations section of our website at http://www.apollo.edu.
Code of Business Ethics
We expect our directors, executives and employees to conduct themselves with the highest degree of integrity, ethics and honesty. We have adopted a Code of Business Ethics that applies to all employees, including our directors, principal executive officer, principal financial officer, principal accounting officer and various other departments throughout Apollo. Our Code of Business Ethics, which is available on the Investor Relations section of our website at http://www.apollo.edu, provides clear conflict of interest guidelines, as well as an explanation of reporting and investigatory procedures.
If we make any amendment to, or grant any waiver from, a provision of the Code of Business Ethics which requires disclosure under applicable SEC rules, we intend to disclose such amendment or waiver and the reasons for the amendment or waiver on our website at http://www.apollo.edu.
Board Leadership Structure and Director Independence
Peter Sperling serves as the Chairman of the Board of Directors. Our Chief Executive Officer, Gregory W. Cappelli, also serves as a member of our Board of Directors. We believe that this Board leadership structure, which separates the Chairman of the Board and Chief Executive Officer roles, is appropriate because Mr. Sperling, as the holder of a significant amount of our nonvoting Class A Common Stock and one of two holders of our voting Class B Common Stock, is uniquely well-positioned to represent the interests of stockholders. In particular, the Board of Directors believes that this structure clarifies the individual roles and responsibilities of Mr. Sperling and Mr. Cappelli, streamlines decision-making and promotes accountability in the management of the Company. The duties of the Chairman of the Board include:
Presiding over all meetings of the Board;
Preparing the agenda for Board meetings in consultation with the Chief Executive Officer and other members of the Board;
Presiding over meetings of Shareholders, when appropriate; and
Such other duties as may be assigned by the Board from time to time.
We are a “Controlled Company” as defined in Rule 5615(c)(1) of the NASDAQ Listing Rules, because more than 50% of the voting power of our outstanding voting common stock is owned by an irrevocable trust, of which Mr. Sperling, Ms. Bishop and Ms. Shupp are co-trustees. As a consequence, under NASDAQ Listing Rule 5615(c)(2), we are exempt from certain requirements of NASDAQ Listing Rule 5605, including that (a) our Board be composed of a majority of independent directors (as defined in NASDAQ Listing Rule 5605(a)(2)), (b) we have a compensation committee composed solely of independent directors and (c) nominations to the Board of Directors are made by a majority of the independent directors or a nominations committee composed solely of independent directors. However, NASDAQ Listing Rule 5605(b)(2) does require that our independent directors have regularly scheduled meetings at which only independent directors are present (“executive sessions”) and Internal Revenue Code Section 162(m) (“Code Section 162(m)”) does require a compensation committee of outside directors (within the meaning of Code Section 162(m)) to approve certain grants to executive officers in order for us to be able to deduct such grants as an expense for federal tax purposes. Notwithstanding the foregoing exemptions, we do have a majority of independent directors on our Board of Directors and each of our standing committees, including the Compensation Committee, Audit Committee and Nominating and Governance Committee, is composed solely of independent directors.