Apollo Education Group logo

SEC Filings

DEF 14C
APOLLO EDUCATION GROUP INC filed this Form DEF 14C on 12/27/2013
Entire Document
 


OUR BOARD OF DIRECTORS AND ITS COMMITTEES
Board Leadership Structure
Dr. John G. Sperling, the Company’s founder and controlling shareholder, retired as Executive Chairman of the Board of Directors and as a director, and Peter Sperling was appointed by the Board to serve as the Chairman of the Board, effective December 31, 2012. Our Chief Executive Officer, Gregory W. Cappelli, also serves as a member of our Board of Directors. We believe that this Board leadership structure 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. The separation of the positions of Chairman of the Board and Chief Executive Officer 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, where appropriate; and
Such other duties as may be assigned by the Board from time to time.
Apollo Education Group is a controlled company, for purposes of the NASDAQ Listing Rules. As such, we are not required to have a board composed of a majority of independent directors. Despite this, a majority of our directors are independent and each member of our standing committees is independent.
In addition, the Board has a Lead Independent Director, who presides over regular meetings of the independent directors. The authority and responsibilities of the Lead Independent Director are detailed in a Board-approved Charter pursuant to which the Lead Independent Director has the following specific responsibilities, among others:
Advising senior management as to the information, agenda and meeting schedules for the Board of Directors and Board Committee meetings;
Advising senior management as to the quality, quantity and timeliness of the information submitted by the Company’s management that is necessary or appropriate for the independent directors to perform their duties effectively;
Recommending to senior management the retention of advisers and consultants who report directly to the Board of Directors;
Assisting the Board of Directors, the Board’s Nominating and Governance Committee and the officers of the company in ensuring compliance with and implementation of significant corporate governance standards;
Developing agendas for and serving as Chairman of meetings of the Board’s independent directors;
Serving as principal liaison between the independent directors and senior management on strategy, policy and other matters;
Recommending to the Nominating and Governance Committee and to the Chairman the membership of the various Board Committees, as well as the selection of Committee chairmen; and
Chairing meetings of the Board of Directors when the Chairman and Vice Chairman are not present.
The Charter of the Lead Independent Director is available via our website at http://www.apollo.edu/investor-relations/governance.
The Board believes that the foregoing leadership structure provides an appropriate balance between the authority of those who oversee the Company and those who manage it on a day-to-day basis.
Board Risk Oversight
The entire Board of Directors considers enterprise-level risks facing Apollo Education Group. In connection with this, the Board is informed of developments that could affect our risk profile or other aspects of our business. Strategic risk, which relates to our ability to properly define and achieve our high-level goals and mission, operating risk, which relates to the effective and efficient use of resources and pursuit of opportunities, and regulatory risk, which relates to our compliance with federal, state and foreign regulation of educational institutions are monitored by the full Board through the Board’s approval and periodic review of our annual operating plan. At each of the Board’s regularly scheduled meetings throughout the year, management presents an update on the Company’s performance.
In addition, the Audit Committee of the Board of Directors discusses with senior management the guidelines and policies governing the process by which management assesses and manages major financial risks, and the Compensation Committee considers the risks associated with our compensation policies and practices with respect to both executive compensation and compensation generally.
While the Board oversees our risk management processes in connection with its approval and review of our annual operating plan, management is responsible for identifying and managing risk. We believe this division of responsibility is an appropriate approach for addressing the risks we face and believe that our Board leadership structure is consistent with this approach.

3