In accordance with the General Corporation Law of the State of Delaware, our Restated Certificate of Incorporation, as
amended, and our Amended and Restated Bylaws, our business, property and affairs are managed under the direction of the Board.
Independent Directors
Under the corporate governance listing standards of the New York Stock Exchange (the NYSE) and our companys
Corporate Governance Guidelines, the Board must consist of a majority of independent directors. In making independence determinations, the Board observes NYSE and Securities and Exchange Commission (SEC) criteria and considers all
relevant facts and circumstances. The Board, in coordination with its nominating and corporate governance committee, annually reviews all relevant business relationships any director nominee may have with our company. As a result of its annual
review, the Board has determined that, with the exception of Dirk Kloosterboer, each of its other non-employee directors who served during the fiscal year ended December 28, 2019, Charles Adair, D. Eugene
Ewing, Linda Goodspeed, Mary R. Korby, Cynthia Pharr Lee, Charles Macaluso, Gary W. Mize, Michael E. Rescoe and Nicole M. Ringenberg, as well as our new director nominee, Beth Albright, meet the independence requirements of the NYSE and the SEC.
Mr. Kloosterboer served as our Chief Operating Officer until his retirement effective October 1, 2017. As a result, he will not be eligible to meet the independence requirements of the NYSE until at least October 1, 2020. Even though
Mr. Kloosterboer is not currently determined to be independent, he contributes greatly to the Board and our company through his wealth of experience, expertise and judgment, particularly with respect to our international operations.
Meetings of the Board
During the fiscal year ended December 28, 2019, the Board held six regular meetings and two special meetings. Each of the then-serving directors attended at least
75% of all meetings held by the Board and all meetings of each committee of the Board on which the applicable director served during the fiscal year ended December 28, 2019.
Communications with the Board
Stockholders and other interested parties who wish to communicate with the Board as a whole, or with individual directors, may direct any correspondence to the following
address: c/o Secretary, Darling Ingredients Inc., P.O. Box 141481, Irving, Texas 75014-1481. The Corporate Secretary will promptly relay all communications to the appropriate directors, other than communications that are unrelated to the duties and
responsibilities of the Board or its committees. Those unrelated matters include, without limitation, business solicitations, advertisements and surveys; requests for donations and sponsorships; job referral materials such as resumes;
product-related communications; unsolicited ideas and business proposals; and material that is determined to be illegal or otherwise inappropriate.
It is a policy of the Board to encourage directors to attend each annual meeting of stockholders. The Boards
attendance allows for direct interaction between stockholders and members of the Board. All of our then-serving directors attended our 2019 annual meeting of stockholders.
Board Evaluation Process
The Board recognizes that a thorough and constructive evaluation process is an essential part of good corporate governance and board effectiveness. Each year, the members
of the Board and each committee conduct a self-assessment and each of our directors completes a comprehensive questionnaire developed by our nominating and corporate governance committee. This annual evaluation process is designed to assess Board
and committee effectiveness, and covers a thorough list of topics to be considered by the directors, including Board and committee structure, oversight, information, culture and mix of director skills, qualifications and experiences. The results of
the evaluations are part of the nominating and corporate governance committees consideration in connection with their review of director nominees to ensure the Board continues to operate effectively.
Board Leadership Structure
Under our Boards current leadership structure, we have a combined Chairman of the Board and Chief Executive Officer, an independent Lead Director, Board committees
comprised entirely of independent directors and active engagement by all directors. Randall C. Stuewe, our Chief Executive Officer, serves as our Chairman of the Board pursuant to his employment agreement and subject to his continued election to the
Board by stockholders. Because the Chairman of the Board is also the Chief Executive Officer, the Board has designated an independent director with robust, well-defined duties to serve as Lead Director to enhance the Boards ability to fulfill
its responsibilities independently. We believe that the combined role of Chairman and Chief Executive Officer, together with an empowered independent Lead Director, is at the current time the optimal Board structure to provide independent oversight
and hold management accountable while ensuring that our companys strategic plans are pursued to optimize long-term stockholder value.
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BOARD LEADERSHIP STRUCTURE
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∎ Chairman
of the Board and CEO: Randall C. Stuewe
∎ Independent
Lead Director: Charles Macaluso
∎ All Board committees comprised exclusively of independent directors
∎ Active
engagement by all directors
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Duties and Responsibilities of Lead Director
Our company has an empowered independent Lead Director who is elected annually by our Board. The Board has most recently appointed Mr. Macaluso as Lead Director. Our
Corporate Gover-