Corporate Governance Guidelines
A document from Tesla on 6ix · Governance · 6 pages
These Corporate Governance Guidelines are established by the Board of Directors (the “Board”) of Tesla, Inc. (“Tesla”) to provide a structure within which our directors and management can effectively pursue Tesla’s objectives for the benefit of our shareholders in a manner that is consistent with the Board’s fiduciary duties. The Board intends these guidelines to serve as a flexible framework within which the Board may conduct its business, not as a set of binding legal obligations. These guidelines should be interpreted in the context of all applicable laws, Tesla’s charter documents and other governing legal documents and Tesla policies, which shall prevail in the case of a conflict with these guidelines.
1. Size of the Board. The authorized number of directors will be determined from time to time by resolution of the Board.
2. Board Membership Criteria. Tesla’s Nominating and Corporate Governance Committee reviews and makes recommendations to the Board regarding the composition and size of the Board, determines the relevant criteria (including any minimum qualifications), and recommends to the Board the slate of nominees for election at the Annual Meeting of Shareholders or nomi
Contents
- TESLA
- Corporate Governance Guidelines
- I. Introduction
- II. Board Structure and Composition
- III. Principal Duties of the Board of Directors
- IV. Board Procedures
- V. Board Committees
- VI. Director Orientation and Continuing Education
- VII. Board Compensation
- VIII. Incentivizing Company Personnel
- IX. Auditor Rotation
- X. Communications with Shareholders
- XI. Periodic Review of the Corporate Governance Guidelines