CORPORATE GOVERNANCE GUIDELINES
On the recommendation of the Nominating and Corporate Governance
Committee, the Board of Directors of Pool Corporation (“Pool”) has adopted the
following guidelines to assist the Board in the exercise of its
responsibilities to Pool and Pool’s shareholders. These Guidelines should be
interpreted in the context of all applicable laws and Pool’s certificate of
incorporation, by-laws and other corporate governance documents, and are
intended to serve as a flexible framework within which the Board may conduct its
business and not as a set of legally binding obligations. These Guidelines are
subject to amendment as the Board may deem appropriate or as required by
applicable laws and regulations.
Organization and Member Qualifications
The nominating and corporate governance committee shall be comprised of at least three directors appointed by the Board, each of whom shall comply with the independence and other member qualification requirements of NASDAQ and all legal requirements.
Committee Purpose and Authority
The nominating and corporate governance committee's primary purpose is to provide oversight on the broad range of issues surrounding the composition and operation of the Board of Directors, including identifying individuals qualified to become Board members, recommending to the Board director nominees for the next annual meeting of shareholders and recommending to the Board a set of corporate governance principles applicable to the Company. The committee shall recruit, screen, interview and select prospective candidates for Board membership as necessary to fill vacancies or to meet the needs of the Board. The committee also provides assistance to the Board in the areas of committee member selection, evaluation of the overall effectiveness of the Board and committees of the Board, and review and consideration of corporate governance practices.
The committee shall have the sole authority to recommend to the Board candidates for Board membership, unless such authority belongs to a third party under the terms of the Company's Articles of Incorporation, By-laws or any shareholder agreement that allocates the right to nominate directors to a third party.
Evaluate and make recommendations to the full Board regarding the number and accountability of committees of the Board.
Director Orientation and Continuing Education
The nominating and corporate governance committee shall meet at least once annually, and more frequently if the committee deems it to be appropriate. The committee shall make regular reports of its activities to the Board. When discussing candidates for nomination, the committee shall meet in executive session.
The committee may delegate authority to one or more members when appropriate, provided that decisions made pursuant to such delegated authority shall be presented to the full committee at its next scheduled meeting.
The committee shall be empowered to retain independent legal counsel, accountants or other advisors, and the Company shall provide for appropriate funding for such advisors. The committee shall have the sole authority to retain and terminate any consulting firm used to identify director candidates.
While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company's financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor. Management is also responsible for maintaining (i) an appropriate system of internal controls and procedures for financial reporting and (ii) an appropriate system of disclosure controls and procedures, in compliance with applicable law.
All services provided to the Company (including any of its subsidiaries) by the Company's independent audit firm must be pre-approved in the manner described herein.
TAX APPROACH – UNITED KINGDOM
FOR THE YEAR ENDED DECEMBER 31, 2020
In accordance with Schedule 19 of the United Kingdom Finance Act 2016, paragraph 19(2), this Tax Strategy sets out the principles that the UK sub-group headed by SCP UK Holdings Limited, incorporated in the United Kingdom, follows to manage its tax affairs.
The policy of Pool Corporation ("Poolcorp") is to comply with all applicable laws and to adhere to the highest ethical standards in the conduct of its business. This also applies to Poolcorp's United Kingdom operations. The goal of Poolcorp and its worldwide subsidiaries is to be known, trusted, and respected as one of the best enterprises in the world.
Management of Tax Risk
Poolcorp considers income taxes one of its critical accounting estimates, and as such, management discusses the topic with the Audit Committee of the Board of the Directors. Management's assessment of Poolcorp's internal controls, including its tax control framework, is certified on an annual basis by the Chief Executive Officer and the Chief Financial Officer.
Poolcorp complies with all tax rules and regulations on a worldwide basis and only engages in tax planning that supports its commercial business activities. Poolcorp adheres to the relevant guidance by the Organisation for Economic Co-operation and Development (OECD) for international tax matters.
Poolcorp aligns its transfer pricing policy with the OECD guidelines as well as the guidelines of the various jurisdictions in which Poolcorp operates. Poolcorp applies the arm's length standard to ensure the parties to intercompany transactions are appropriately remunerated. Consistent with Poolcorp's tax policy, it may seek professional opinions and advice from independent external advisors on tax matters as necessary.
Relationship with Her Majesty's Revenue & Customs (HMRC)
Poolcorp is committed to producing full, fair, accurate, timely, and understandable financial information in its filings with tax authorities. Poolcorp supports all measures to simplify and increase efficiency of the UK tax system and how it is administered.
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995