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Audit Committee Charter

There shall be a committee of the Board of Directors (the “Board”) of Navigant Consulting, Inc. (the “Company”) that shall be called the Audit Committee (the “Committee”).

I. Purpose

The purpose of the Committee is to assist Board oversight of the following responsibilities:

  • Monitor the integrity of the Company’s financial statements, financial reporting process and systems of internal controls regarding finance and accounting.
  • Monitor the Company’s compliance with legal and regulatory requirements, particularly with respect to securities, financial and accounting related matters.
  • Monitor the qualifications and independence of the Company’s independent public accountants.
  • Monitor the performance of the Company’s internal audit function and independent public accountants.
  • Prepare an annual report of the Committee that the rules of the Securities and Exchange Commission (the "SEC") require be included in the Company’s annual proxy statement.
  • Provide an avenue of communication among the independent public accountants, internal audit function, management and the Board.
  • Monitor significant litigation and financial risk exposure.

In addition, the Committee is directly responsible for the appointment, retention, compensation and oversight over the work of the Company’s independent public accountants. The Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent public accountants as well as anyone in the Company. The Committee has the ability to retain, at the Company’s expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties. The Committee shall receive appropriate funding from the Company, as determined by the Committee, for payment of compensation to the independent public accountants and any other consultants or experts retained by the Committee and ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

II. Composition, Qualifications and Meetings

The Committee shall be comprised of at least three directors. Each member of the Committee shall satisfy the applicable independence, experience and financial expertise requirements of the New York Stock Exchange (the “NYSE”) and Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”). Directors’ fees are the only form of compensation that a Committee member may receive from the Company.

All members of the Committee shall have a basic understanding of finance and accounting and be able to read and understand fundamental financial statements, and at least one member of the Committee shall have accounting or related financial management expertise. Committee members shall not simultaneously serve on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to serve effectively on the Committee.

Determinations as to whether a particular director satisfies the requirements for membership on the Committee shall be made by the Board. The Board shall appoint the members of the Committee and designate the Chair of the Committee. The members of the Committee shall serve for such terms as the Board shall determine or until their earlier death, resignation or removal by the Board. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies, subject to such new members satisfying applicable independence requirements.

The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees (each of which shall consist of one or more members) such power and authority as the Committee deems appropriate, including the authority to grant pre-approvals of audit and permitted non-audit and tax services; provided, however, that (i) any decisions of such subcommittee to grant pre-approvals and take any other actions shall be presented to the full Committee at its next scheduled meeting, and (ii) the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.

The Committee shall meet at least four times annually, or more frequently as circumstances dictate. Notice of all meetings shall be given, and waiver thereof determined, and all actions of the Committee shall be taken, pursuant to and in accordance with the Company’s by-laws. The Chair of the Committee will preside, when present, at all meetings of the Committee. The Committee Chair shall prepare and/or approve an agenda in advance of each meeting. The Committee shall meet privately in executive session periodically with management, the independent public accountants, any internal auditors (or other personnel responsible for the internal audit function), and as a committee to discuss any matters that the Committee or each of these groups believe should be discussed. In addition, the Committee, or at least its Chair, should communicate with management and the independent public accountants quarterly to review the Company’s financial statements and significant findings based upon the auditors’ limited review procedures.

III. Responsibilities and Duties

The Committee shall have the specific responsibilities and duties set forth below. The Committee shall also perform such other duties and responsibilities, consistent with this Charter, the Company’s by-laws, governing law, the rules and regulations of the NYSE, the federal securities laws and such other requirements applicable to the Company, delegated to the Committee by the Board from time to time. The following shall be the Committee’s principal responsibilities:

Financial Reporting and Internal Controls

  1. Review and discuss with financial management and the independent public accountants the Company’s annual audited financial statements, including disclosures made in “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and the matters required to be discussed pursuant to the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”), and recommend to the Board whether the audited financial statements should be included in the Company’s Form 10-K, prior to filing or distribution. Review should include discussion with management and the independent public accountants of significant issues regarding accounting principles, practices, and judgments.
  2. Review and discuss with financial management and the independent public accountants the Company’s quarterly financial statements, including disclosures made in “Management's Discussion and Analysis of Financial Condition and Results of Operations,” prior to filing or distribution. Discuss any significant changes to the Company’s accounting principles and any items required to be communicated by the independent public accountants in accordance with the applicable requirements of the PCAOB. The Chair of the Committee may represent the entire Committee for purposes of this review.
  3. Review and discuss disclosures made by the Chief Executive Officer and Chief Financial Officer regarding compliance with their certification obligations as required under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, including the Company’s disclosure controls and procedures and internal controls for financial reporting and evaluation thereof.
  4. Review and discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. Such review may be done generally and need not be in  advance of each earnings press release or each instance in which management provides such guidance.
  5. Review the Company’s financial reporting processes and internal controls, based on consultation with the independent public accountants and internal audit management. Such review shall include a consideration of major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of identified deficiencies.
  6. Review analyses prepared by management and/or the independent public accountants setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative generally accepted accounting principles (“GAAP”) methods on the financial statements.
  7. Review annually the effect of legal, regulatory and accounting initiatives, as well as any off-balance sheet arrangements, on the Company’s financial statements.

    Independent Public Accountants

  8. The Committee shall have the sole authority to appoint or replace the independent public accountants, and shall pre-approve all audit engagement fees and terms and all non-audit engagements with the independent public accountants, subject to the de minimus exceptions for non-audit services which are approved by the Committee prior to the completion of the audit. The Committee shall consult with management but shall not delegate these matters, except that pre-approvals of non-audit services may be delegated to a single member of the Committee provided that any decisions to grant pre-approvals shall be presented to the full Committee at its next scheduled meeting.
  9. In its capacity as a committee of the Board, the Committee shall be directly responsible for the oversight of the work of the independent public accountants (including the resolution of disagreements between management and the independent public accountants regarding financial reporting) for the purpose of preparing or issuing an audit report or related work, and the independent public accountants shall report directly to the Committee.
  10. The Committee shall review with the independent public accountants any audit problems or difficulties and management’s response. Such matters include any restrictions on the scope of the independent public accountant’s activities or on its access to requested information, any significant disagreements with management, any accounting adjustments that were proposed by the independent public accountants but not accepted by management (whether or not material), any communications between the audit team and the independent public accountants’ national office respecting auditing or accounting issues presented by the engagement, and any “management” or “internal control” letter issued or proposed to be issued by the independent public accountants to the Company.
  11. At least annually, the Committee shall obtain and review a report by the independent public accountants describing: the independent public accountants’ internal quality control procedures; any material issues raised by the most recent internal quality control review, or peer review, of the independent public accountants, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent public accountants, and any steps taken to deal with such issues.
  12. Review and evaluate the lead audit partner of the independent public accountants and assure the regular rotation of the lead audit partner to the extent required by law, and consider the regular rotation of the independent public accountants.
  13. On an annual basis, the Committee should review and discuss with the independent public accountants all relationships they have with the Company that could impair the independent public accountants’ independence.
  14. Review the independent public accountants’ audit plan – discuss scope, staffing, locations, reliance upon management, and their general audit approach.
  15. Prior to releasing the year-end earnings, discuss the results of the audit with the independent public accountants. Discuss certain matters required to be communicated to audit committees in accordance with the applicable requirements of the PCAOB.
  16. Consider the independent public accountants’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.
  17. Set clear hiring policies for employees or former employees of the independent public accountants.

    Internal Audit Services and Legal Compliance

  18. The Committee shall ensure that the Company maintains an internal audit function.
  19. The Committee shall discuss with management, the independent public accountants and internal audit management the responsibilities, budget and staffing of the Company’s internal audit function.
  20. Review and approve the scope, performance and results of the internal audit function's internal audit plans, including any reports of significant internal audit findings to management and management's response to those reports. Review and approve the hiring or dismissal of the employee or outsourced entity responsible for leading the Company's internal audit function.
  21. On at least an annual basis, the Committee shall review with the Company’s General Counsel any legal matters that could have a significant impact on the organization’s financial statements, the Company’s compliance with applicable laws and regulations with respect to securities, financial and accounting matters, and any inquiries received from regulators or governmental agencies with respect to such matters.

    Other Committee Responsibilities

  22. Review and discuss policies with respect to risk assessment and risk management and discuss the steps management has taken to monitor and control major financial risk exposures.
  23. Annually prepare a report to shareholders as required by the SEC. The report should be included in the Company’s annual proxy statement.
  24. Perform such other activities, consistent with this Charter, the Company’s by-laws, governing law, the rules and regulations of the NYSE, the federal securities laws and such other requirements applicable to the Company, as the Committee or the Board deems necessary or appropriate.
  25. Establish procedures for (a) the receipt, retention and proper treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
  26. Review any reports of the public accountants mandated by Section 10A of the Securities Exchange Act of 1934, as amended, and obtain from the independent public accountants any information with respect to illegal acts in accordance with Section 10A.
  27. At least annually perform a self-assessment of Committee performance.
  28. Review financial and accounting personnel succession planning within the Company.
  29. Annually review policies and procedures as well as audit results associated with Directors’ and Officers’ expense accounts and perquisites. Annually review a summary of Directors’ and Officers’ related party transactions and potential conflicts of interest.
  30. Review and reassess the adequacy of the Charter at least annually, and submit the Charter, including any proposed changes, to the Board for approval and have the document posted on the Company’s web site in accordance with SEC regulations.
  31. Periodically review policies and procedures as well as audit results associated with Directors’ and Officers’ expense accounts and perquisites.
  32. Review and approve or ratify Directors' and Officers' related party transactions and potential conflicts of interest.
  33. Review and reassess the adequacy of the Charter at least annually, and submit the Charter, including any proposed changes, to the Board for approval and have the document posted on the Company's website in accordance with the rules of the NYSE.

Limitation of Committee’s Roles

While the Committee has the responsibilities and powers set forth in its Charter, it is not the duty of the Committee to prepare financial statements, plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with GAAP and applicable rules and regulations. These are the responsibilities of management and the independent public accountants.

Download Audit Committee Charter PDF

*Revised and approved by the Navigant Consulting, Inc. Board of Directors on February 9, 2016

Code of Business Standards and Ethics

Section I Introduction

This Code of Business Standards and Ethics (this “Code”) summarizes the principles of honest and ethical conduct that Navigant Consulting, Inc. (the “Company” or “Navigant”) expects every employee, officer and member of the Board of Directors (“Director”) to know and follow. Anyone who violates the letter or spirit of these policies is subject to disciplinary action, up to and including termination.

This Code highlights significant legal and ethical issues that may arise, and identifies the mechanisms available to report potential illegal or unethical conduct. It is not a comprehensive document that addresses every legal or ethical issue that an employee, officer or Director may confront, nor is it a summary of all laws and policies that apply to the Company’s business.

Ultimately, no code of business standards and ethics can replace good judgment and responsible behavior. If you have any questions about this Code, you should consult with the Company’s General Counsel. If you have reason to believe someone may be violating this Code, you should report such violations through any of the channels identified in Section XI below. No one at the Company has the authority to make exceptions to this Code, other than our Board of Directors or the Nominating and Governance Committee of our Board of Directors.

Section II Compliance with Laws, Rules and Regulations

Employees, officers and Directors must comply fully with all applicable federal, state and local laws, rules and regulations that govern the Company’s business conduct, including, without limitation, antitrust laws, employee health and safety laws, environmental laws, securities laws and the Foreign Corrupt Practices Act.

Antitrust Laws

The criminal provisions of the antitrust laws prohibit, among other things, any agreement between competitors regarding prices to be charged, competitive bidding, clients to be solicited or geographic areas to be served. These types of agreements are routinely prosecuted as criminal offenses. Both the individual perpetrators, and the companies they represent, may be charged with criminal activity and, if convicted, may be subject to severe penalties, including substantial fines and prison terms for the individuals involved in the illegal activity. Antitrust violations also subject the Company to civil suits (often large-scale class actions) in which clients or other successful plaintiffs are entitled to recover three times the damages they prove, plus their attorneys’ fees.

Any contact with a competitor may be troublesome. An agreement between competitors need not be written or precise in order to be challenged under the antitrust laws; a general and informal understanding is sufficient. Thus, illegal agreements are often proved through circumstantial evidence of “small talk,” “casual discussions” and “harmless” exchanges of business information. You should avoid such discussions, whether they occur in a large, formal group or in a social setting following a trade association or similar meeting.

If a competitor raises a competitively sensitive topic or any other matter that you believe might violate the antitrust laws, our Company policy, or this Code, you should immediately and firmly decline to discuss it and inform the Company’s General Counsel as soon as possible.

Employee Health and Safety Laws

The Company is committed to providing a healthy and safe work environment. To that end, we must comply fully with all federal, state and local health and safety laws, rules and regulations. It is your responsibility to prevent accidents by maintaining a safe work environment and following safe work procedures and practices.

It is Company policy to forbid the possession and use of illegal drugs by any employee, officer or Director while engaged on Company business or in the workplace. The responsible use of alcohol is not prohibited, provided that such use does not affect your work or your relationships with fellow employees and does not contravene otherwise applicable laws or client rules, for example when you are working at client locations. There is no valid reason ever to be in possession of a weapon or firearm while on Company property or at a client’s premises.

Environmental Laws

The Company’s policy is to obey strictly the laws that protect the environment. Any person who knowingly or negligently violates requirements or prohibitions of such laws, including the stated conditions of approved permits, can be subject to substantial fines and penalties, both civil and criminal.

Foreign Corrupt Practices Act

In general, the Foreign Corrupt Practices Act (“FCPA”) prohibits the Company from making, or offering to make, payments or promises to foreign governments, foreign officials, foreign political parties, candidates for foreign political office or other persons known to be conduits to such recipients, if the purpose of such payment or promise is to obtain or retain business or to direct business to any other person. Both civil and criminal liability is imposed for violations of the FCPA requirements and proscriptions. The Company’s policy is to comply fully with the FCPA.

Records Retention

Employees and officers are expected to become familiar with the Company’s and clients’ policies regarding records retention applicable to them and to adhere to those policies. (In general, Directors are not responsible for retaining records relating to the Board of Directors’ activities; that is the corporate secretary’s responsibility.) If an employee, officer or Director becomes aware of a subpoena or a pending, imminent or contemplated litigation or government investigation relating to the Company, or has reason to believe that a violation of the Company’s or a client’s records retention policy has been or is being committed, he or she should contact the Company’s General Counsel immediately.

Section III Prohibition against Insider Trading

In general, employees, officers and Directors who have access to, or knowledge of, material non-public information from or about the Company are prohibited from buying, selling or otherwise trading in the Company’s stock or other securities. “Material nonpublic” information includes any information, positive or negative, that has not yet been made available or disclosed to the public and that might be of significance to an investor, as part of the total mix of information, in deciding whether to buy or sell the Company’s stock or other securities.

Such insiders also are prohibited from giving “tips” on material nonpublic information. Employees may not directly or indirectly disclose such information to any other person, including family members, other relatives and friends, so that they may trade in the Company’s stock. Further, if during the course of your employment with the Company you acquire material nonpublic information about another company, such as one of our clients, or you learn that the Company is planning a major transaction with another company (such as an acquisition), you are restricted from trading in the securities of the other company.

Such “insider trading” is both unethical and illegal, with criminal penalties of up to $5 million and a jail term of up to 20 years, and civil penalties of up to three times the illegal profit gained or loss avoided.

The Company’s policies regarding insider trading are set forth more completely in our Employee Handbook, a copy of which is available on the Company intranet (www.insidenci.com).

Section IV Corporate Conflicts of Interest

Business decisions should be made in the best interest of the Company, not motivated by personal interest or gain. Therefore, as a matter of Company policy, all employees, officers and Directors should try to avoid such conflicts of interest. When conflicts, or potential conflicts, arise, they should be promptly disclosed to the Company as described in the last paragraph of this section. In many cases, such potential conflicts may be “cured” by full and timely disclosure and by recusing oneself from any personal involvement in the relevant business decision. In other cases, the appropriate Company representative may be willing to waive or consent to the conflict, but only after full disclosure and appropriate consideration.  

A “conflict of interest” occurs when an individual’s personal interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company.  A conflict of interest situation can arise when an employee, officer or Director takes actions or has interests (financial or other) that may make it difficult to perform his or her Company work objectively and effectively.  Conflicts of interest also may arise when an employee, officer or Director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company, regardless of whether such benefits are received from the Company or a third party.  Loans to, or guarantees of obligations of, employees, officers and Directors and their respective family members are of special concern.  Federal law currently prohibits the Company from making loans to Directors and executive officers.

Questions about potential conflicts of interest should be addressed to the Company’s General Counsel. Employees should make any necessary disclosures of actual or potential conflicts of interest in writing to the General Counsel. Officers and Directors should make any necessary disclosures of actual or potential conflicts of interest in writing to the Chairman of the Nominating and Governance Committee.

Section V Corporate Opportunities and Clients

Employees, officers and Directors are prohibited from: (a) taking for themselves personally opportunities that properly belong to the Company or are discovered through the use of corporate property, information or position; (b) using corporate property, information or position for personal gain; and (c) competing with the Company during the period of their employment.

In addition, some officers and employees may have contracts prohibiting or limiting certain forms of competition with the Company for a period of time after their employment ends.

All clients are clients of the Company. This is true even though in many cases clients may have come to the Company as a result of personal relationships, or individual efforts, expertise or reputations.

Questions about potential corporate opportunities or client relationships should be addressed to the Company’s General Counsel. Employees should make any necessary disclosures or requests for consent in writing to the General Counsel. Officers and Directors should make any necessary disclosures or requests for consent in writing to the Chairman of the Nominating and Governance Committee.

Section VI Client Conflicts

From time to time, the Company may provide services to clients with differing legal or economic interests. The Company maintains policies and systems to identify such potential client conflicts and to address legal and business issues that may arise in such situations. A description of these policies and systems, as amended from time to time, is set forth in our Employee Handbook, a copy of which is available on the Company intranet (www.insidenci.com). All employees and officers are responsible for complying with the Company’s conflicts-related policies and systems in good faith and on a timely basis. Any questions about such policies and systems should be directed to the Company’s General Counsel.

The Company’s collective self-interest is in preserving its right to serve as many clients as possible. Therefore, except with the approval of an officer of the Company, no employee has authority to restrict the Company’s practice, by engagement letters, oral or written assurances, or otherwise.

Section VII Confidentiality

Employees, officers and Directors must maintain the confidentiality of all information entrusted to them by the Company, our clients, or others with whom we may conduct business, except when disclosure of such information is specifically authorized or required as a matter of law. Our ability to safeguard client confidential information is essential to our ability to do business.

The Company’s confidential information includes any information that has not been made available to the public that provides insight into our current or anticipated business activities. All inquiries regarding the Company from non-employees, such as investors, financial analysts and journalists, should be directed to the Company’s Chief Executive Officer or Chief Financial Officer.

Confidential client information includes important nonpublic information entrusted to us by clients and other firms with which we have business dealings. We frequently sign confidentiality agreements that more specifically identify confidential information and our obligations to protect such information. In some cases, we establish additional administrative procedures, or “ethical walls,” to ensure separation of one client’s confidential information from another client’s confidential information. Where confidentiality agreements or ethical walls exist, you should carefully comply with them.

Even where there is no confidentiality agreement or ethical wall, you should not share client information with fellow employees not working on that engagement. You should not share confidential information with friends, relatives or other non-employees. You should not discuss confidential matters in public places, such as elevators, public transportation (including airplanes) or restaurants. Finally, you should be aware that we need to protect client confidential information even while clearing client conflicts. You should seek the assistance of the Company’s General Counsel where any difficulties arise in complying with confidentiality agreements or ethical walls or protecting client information.

The Company’s policy is to cooperate with every reasonable request of government investigators for information. At the same time, the Company and its employees, officers and Directors are entitled to certain safeguards provided by law, including legal representation. If a representative of any government or government agency seeks an interview with you, or requests access to data or documents for the purposes of an investigation, you should refer the representative to the Company’s General Counsel. You also should preserve all materials, including documents and e-mails that might relate to any pending or reasonably anticipated investigation.

Section VIII Fair Dealing

Each employee, officer and Director must endeavor to deal fairly and in good faith with the Company’s clients, suppliers, competitors, shareholders and employees. No employee, officer or Director shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged or confidential information, misrepresentation of material facts or any other unfair dealing practices.

The Company’s policy is to select, place and work with all employees and officers without discrimination based on race, color, national origin, gender, age, religion, disability, veteran’s status, actual or perceived sexual orientation, or gender identity or expression, or any other basis protected by law, ordinance or regulation. Equal opportunity is one of the Company’s firmest and most basic beliefs.

Further, it is the responsibility of each of us to help the Company provide a work atmosphere free of harassing, abusive, disrespectful, disorderly, disruptive or other nonprofessional conduct. Sexual harassment in any form, verbal or physical, by any employee, officer or Director will not be tolerated. A violation of this policy will be treated with appropriate disciplinary action, up to and including termination.

Section IX Protection and Proper Use of Company Assets

All employees, officers and Directors must protect the Company’s assets and ensure their efficient use for the Company’s business. Such assets include, without limitation, intellectual property such as the Company name, logos, trademarks, patents, copyrights, brands, trade names, confidential information, ideas, plans and strategies. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any misuse or infringement of the Company’s assets should be reported to the Company’s General Counsel.

Section X Public Company Reporting and Internal Controls

As a result of our status as a public company, the Company is required to file periodic reports with the Securities and Exchange Commission (the “SEC”). These reports, as well as the Company’s other public communications, are intended to furnish the marketplace with full, fair, accurate, timely and understandable disclosure regarding the financial and business condition of the Company. The Chief Executive Officer and its Chief Financial Officer are required by law personally to certify the Company’s periodic reports to the SEC.

The accuracy and completeness of the Company’s periodic reports and other communications to investors and to the SEC depend, among other things, on the integrity and timeliness of the Company’s internal financial and business reporting systems. Without limitation, it is essential that (1) all employees whose time is billed to clients accurately record their actual work time and reimbursable expenses, and (2) that all employees with billing responsibilities promptly report to the Company’s accounting department any necessary or probable write-offs or liabilities of which they become aware. The Company’s client billing and expense reporting policies are set forth in our Employee Handbook, a copy of which is available on the Company intranet (www.insidenci.com).

The Company has adopted a system of internal controls and disclosure controls and procedures that employees and officers must strictly adhere to in providing financial and business information within the Company. This system is upgraded from time to time in accordance with legal requirements and good financial and accounting practices. Any employee, officer or Director who becomes aware of (i) any actual or suspected breaches, violations or significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data; or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls, should immediately report such situations to an appropriate Company representative identified in Section XI below.

Section XI Reporting Illegal or Unethical Behavior

The Company encourages all employees to talk to supervisors, managers or other appropriate personnel about possible illegal or unethical behavior that has occurred and, when in doubt, about the best course of action in a particular situation.

The Company recognizes that “whistle blowing” is often a difficult decision for many employees. Therefore, through a third party we have arranged for a 24-hour telephone hotline and an internet-based reporting service, either of which may be used to report concerns on an anonymous basis. The 24-hour telephone hotline number and a description of, and link to, the internet-based system are easily accessible via the “Anonymous Reporting System” Key Link on the Company’s intranet home page (www.insidenci.com). They are also contained in the version of the Code posted on the Company’s intranet. This information has been distributed to all Company employees and is posted in central locations throughout the Company’s offices.

In addition, in appropriate circumstances, the Company will provide limited funding for employees to retain a personal lawyer to help them make their reporting decision. An employee can obtain such funding, without disclosing his or her identity, either by submitting a request through the 24-hour telephone hotline or the internet-based reporting service, or by having his or her personal attorney contact the General Counsel directly.

If you are concerned about a violation of this Code or other possible illegal or unethical conduct by employees, officers or Directors of the Company, you may use any of the following channels to report such concerns:

  • Contact your immediate supervisor or practice group leader;
  • Contact any member of the Executive Committee; or
  • Contact the Company’s General Counsel; or
  • Use the Company’s 24-hour telephone hotline or internet-based reporting system; or
  • Contact the Lead Director of the Board of Directors.

With respect to accounting or financial disclosure issues, the Company would prefer that you use any one of the following additional channels to report your concerns (although you may also use any of the five preceding channels):

  • Contact the Company’s Controller, who is also the leader of its Disclosure and Internal Controls Assessment Team; or
  • Contact the Company’s Chief Financial Officer; or
  • Contact the Chairman of the Audit Committee of the Board of Directors.

The names and contact information for each of the above individuals, as well as the Company’s 24-hour telephone hotline number and 24-hour internet-based reporting service address, are contained in the version of this Code posted on the Company’s intranet (www.insidenci.com). You are free to use any channel listed above, without regard to the sequence in which they are presented. The individuals to whom you report your concerns are responsible for taking appropriate actions, including further reporting “up the chain” within the Company’s management and, if necessary, to the Audit Committee or to the Lead Director of the Board of Directors. Confidentiality will be maintained to the extent possible.

No employee will be penalized for making a good-faith report of violations of this Code or other possible illegal or unethical conduct, nor will we tolerate retaliation of any kind against anyone who makes a good-faith report. An employee, officer or Director who submits a false report of a violation, however, will be subject to disciplinary action. If you report a violation and in some way also are involved in the violation, the fact that you stepped forward will be considered.

The Company will investigate all reports of violations. If the alleged violation involves Company officers or other senior management, the Audit Committee and the Nominating and Governance Committee, each comprised of independent Directors, have all necessary authority to hire their own counsel and advisors and can independently investigate such allegations without the involvement of the Company’s management. Once you have reported a concern, you should not investigate on your own, but leave such work to the appropriate Company (or Committee) representatives. If the result of an investigation indicates that corrective action is required, the Company (or Committee) will decide what steps to take, including, when appropriate, legal proceedings and disciplinary action up to and including termination, to rectify the problem and avoid the likelihood of its recurrence.

Section XII Relationship to the Company’s Employee Handbook & Training Programs

This Code does not supersede, alter or (except by necessary implication) incorporate by reference the more detailed policies and procedures set forth in the Company’s Employee Handbook. Although the Company does not expect to change this Code frequently, it may be necessary from time to time to revise the more detailed policies found in the Employee Handbook.

The Company’s Employee Handbook and its employee training program are proprietary and confidential, and the Company hereby expressly denies waiving any right to assert claims that the contents of the Company’s Employee Handbook or its training are proprietary and/or confidential.

This Code and the Company’s Employee Handbook are not intended to, and do not in any way constitute, an employment contract or an assurance of continued employment. The Company does not create any contractual rights by issuing this Code or the Company’s Employee Handbook.

Section XIII Amendment, Modification and Waiver

This Code may be amended, modified or waived by the Nominating and Governance Committee of the Board of Directors of the Company. Any change in or waiver of this Code for executive officers or Directors must be disclosed promptly to our stockholders either by an SEC Form 8-K filing or by publishing a statement on the Company’s website.

Section XIV Acknowledgement

Employees, officers and Directors are accountable for knowing and abiding by these policies. Each year, the Company will require that each officer and each senior employee sign an acknowledgment confirming that he or she has reviewed and understands this Code, has personally complied with it, and is unaware of any unreported violations involving himself, herself or others. A copy of this Code may be found on the Company’s intranet (www.insidenci.com) or on the Company’s website (www.navigant.com).

Download Code of Business Standards and Ethics PDF

Compensation Committee Charter

There shall be a committee of the Board of Directors (the “Board”) of Navigant Consulting, Inc. (the “Company”) that shall be called the Compensation Committee (the “Committee”).

I. Purpose

The purpose of the Committee is to (1) discharge the responsibilities of the Board relating to compensation of the Company’s executives and members of the Board, (2) review and recommend to the Board compensation policies as well as approve individual executive officer compensation, intended to attract, retain and appropriately reward employees in order to motivate their performance in the achievement of the Company’s business objectives and align their interests with the long-term interests of the Company’s shareholders, and (3) produce an annual report on executive compensation for inclusion in the Company’s annual proxy statement.

II. Composition, Qualifications and Meetings

The Committee shall consist of no fewer than three members. Each member of the Committee shall satisfy the independence requirements of the New York Stock Exchange. At least two members of the Committee shall also qualify as a “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934 and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986.

Determinations as to whether a particular director satisfies the requirements for membership on the Committee shall be made by the Board. The Board shall appoint the members of the Committee and designate the Chair of the Committee. The members of the Committee shall serve for such terms as the Board shall determine or until their earlier death, resignation or removal by the Board. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to such new members satisfying applicable independence requirements.

The Committee shall meet with such frequency and at such intervals as it shall determine is necessary to carry out its duties and responsibilities. Notice of all meetings shall be given, and waiver thereof determined, and all actions of the Committee shall be taken, pursuant to and in accordance with the Company’s by-laws. The chairperson will preside, when present, at all meetings of the Committee.

The Committee may form and delegate authority to subcommittees as it deems appropriate. To the extent permitted by applicable law, the Committee may also delegate to one or more executive officers of the Company the authority, within guidelines established by the Committee, to approve equity compensation awards under established equity compensation plans of the Company to employees other than those subject to Section 16 of the Securities Exchange Act. The Committee may also delegate any non-discretionary administrative authority under Company compensation and benefit plans consistent with any limitations specified in the applicable plans.

III. Responsibilities and Duties

The Committee shall have the specific responsibilities and duties set forth below. The Committee shall also carry out any other responsibilities delegated to it by the Board from time to time. The following shall be the Committee’s principal responsibilities:

  1. Review and monitor matters related to management development and succession.
  2. Review and approve executive compensation policies and pay for performance criteria for the Company.
  3. Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer; evaluate the Chief Executive Officer’s performance in light of those goals and objectives; and based on this evaluation and such consultation with the other independent directors of the Board as it deems appropriate, determine and approve the Chief Executive Officer’s compensation, including base salary and incentive compensation.
  4. Review and approve the initial and annual base salaries, annual incentive bonuses and all long-term incentive awards of the Company’s executive officers and review, as the Committee deems appropriate, compensation arrangements for other officers and employees.
  5. Make recommendations to the Board regarding new or amended incentive compensation plans and equity-based compensation plans; administer, interpret and apply, and determine incentives or forms of equity-based compensation under such plans, and exercise all powers of the Board under such plans other than the power to amend the plans.
  6. Review and provide input on such other matters concerning the employee compensation and benefit plans of the Company and its affiliates as the Committee deems appropriate, including providing guidance to management on significant issues affecting compensation philosophy or policy.
  7. Review and discuss with management the compensation discussion and analysis required to be included in the Company’s annual proxy statement. Based on such review and discussion, the Committee shall make a recommendation to the Board as to whether such compensation discussion and analysis shall be included in such proxy statement and shall prepare an annual report of the compensation committee for the Company’s annual proxy statement in compliance with and to the extent required by applicable Securities and Exchange Commission and New York Stock Exchange (or other relevant listing authority) rules and regulations.
  8. Review and assess whether the risks arising from the Company’s compensation policies and practices are reasonably likely to have a material adverse effect on the Company.
  9. Review and evaluate the Company’s policies with respect to the recovery or “clawback” of any excess compensation (including equity awards) paid to employees (particularly the Company’s executive officers) based on erroneous data.
  10. Review and assess the Company’s stock ownership guidelines and/or holding period requirements for the directors, Chief Executive Officer and other executive officers of the Company and oversee compliance with such guidelines.
  11. Review the results of the advisory “say-on-pay” vote and consider whether any adjustments to the Company’s executive compensation policies and practices are necessary or appropriate in light of such vote, taking into account such factors as the Committee deems appropriate.
  12. Evaluate and recommend to the Board the form and amount of director compensation, including compensation and expense reimbursement policies for attendance at Board and committee meetings.
  13. Have the authority, in its sole discretion, to retain or obtain the advice of a compensation consultant, legal counsel or other adviser (a “Committee Adviser”) as it deems appropriate to assist the Committee in fulfilling its duties and responsibilities. The Committee shall be directly responsible for appointing, setting the compensation for and overseeing the work of any Committee Adviser retained by the Committee and shall receive appropriate funding from the Company, as determined by the Committee, for payment of reasonable compensation to such Committee Adviser.
  14. To the extent required by New York Stock Exchange (or other relevant listing authority) rules, evaluate the independence of any Committee Adviser (other than in-house legal counsel) prior to its being selected by, or providing advice to, the Committee after taking into consideration all factors relevant to such adviser’s independence from management, including the factors specified by applicable New York Stock Exchange rules.
  15. Carry out such responsibilities as have been delegated to the Committee under various compensation and benefit plans of the Company.
  16. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
  17. The Committee shall annually review the performance of the Committee.

Download Compensation Committee Charter PDF

*Revised and approved by the Navigant Consulting Board of Directors on March 18, 2015.

Corporate Governance Guidelines

The board of directors (the “Board”) of Navigant Consulting, Inc. (the “Company”) has adopted the following Corporate Governance Guidelines (the “Guidelines”) to assist the Board in exercising its responsibilities.  The Guidelines reflect the Board’s commitment to monitor the effectiveness of policy and decision making at the Board and management level, with a view to enhancing stockholder value over the long term.  The Guidelines also assure that the Board will have the necessary authority and practices in place to review and evaluate the Company’s business operations as needed and to make decisions that are independent of the Company’s management.  The Guidelines are subject to modification from time to time as the Board deems necessary or advisable. 

Board Composition

Responsibilities
The Board is elected by the stockholders to oversee the Company’s management and ensure that the long-term interests of the stockholders are served.  The Board is the ultimate decision-making authority within the Company, except with respect to those matters, including the election of directors, that are reserved for the Company’s stockholders.  

Board Size
The range of the size of the Board is as set forth in the Company’s Certificate of Incorporation, with the exact number of directors to be determined by the Board from time to time.  

Selection of Board Members
The Board is responsible for nominating individuals for election to the Board and for filling vacancies on the Board that may occur between annual meetings of stockholders.  The Nominating and Governance Committee is responsible for identifying, evaluating and recommending candidates to the full Board for Board membership, taking into consideration the needs of the Board and the qualifications of the candidates.  The Nominating and Governance Committee and the Board will consider nominees for director recommended by the Company’s stockholders using the same criteria as described below, provided that the stockholder nominations are received by the Company’s secretary within the time frame established by the Company’s bylaws.

Board Membership Criteria
In evaluating the suitability of director candidates, the Nominating and Governance Committee and the Board take into account many factors such as general understanding of various business disciplines (e.g., marketing, finance, etc.), the Company’s business environment, educational and professional background, analytical ability, diversity of experience and backgrounds and viewpoint and willingness to devote adequate time to Board duties.  The Board evaluates each individual in the context of the Board as a whole with the objective of retaining a group that can best perpetuate the Company’s success and represent stockholder interests through sound judgment.

Independent Directors
It is the policy of the Board, consistent with New York Stock Exchange listing standards, that at least a majority of the Board members shall be independent directors.  The Board shall determine on an annual basis whether each director qualifies as an “independent director” pursuant to New York Stock Exchange listing standards.

Director Orientation and Continuing Education
The Board believes that director orientation is essential to valuable Board participation and decision making.  To that end, the Company conducts an orientation program for new Board members designed to familiarize each new Board member with the Company’s business operations, strategy and objectives, financial structure and corporate governance principles and practices.  In addition, portions of certain Board meetings are devoted to educational topics at which senior management and outside subject matter experts present information regarding matters such as the Company’s business operations, strategies, objectives, risks and opportunities.  The Company encourages directors to periodically pursue or obtain appropriate programs, sessions or materials as to the responsibilities of directors of public companies.  The Company reimburses directors for reasonable expenses associated with such programs, sessions and materials in accordance with Company policy.  

Director Service on Other Boards

Directors should not serve on more than four other boards of public companies in addition to the Company’s Board and should obtain Board approval prior to agreeing to serve on the board of another public company.  In addition, directors who serve on the Audit Committee should not serve on the audit committees of more than two other public companies.  The Company’s Chief Executive Officer (“CEO”) should not serve on more than two other boards of public companies in addition to the Company’s Board and should obtain Board approval prior to agreeing to serve on the board of any public company.

Change in Principal Occupation or Business Association
The Board does not believe that directors who experience a significant change in their principal employment or business association should necessarily leave the Board.  However, any director who experiences a significant change to his or her principal occupation or business association that reasonably may have an adverse affect on a director’s service on the Board or the Company’s business or reputation, should promptly tender a resignation to the Board.  The Nominating and Governance Committee shall then review the appropriateness of that director’s continued service on the Board in light of the new circumstances and make a recommendation to the Board as to whether the resignation should be accepted.

Chair of the Board; Lead Director
The Chair of the Board and CEO positions may (but need not) be filled by the same individual.  The Chair of the Board, among other things, (i) presides at, and chairs, Board meetings and meetings of stockholders, (ii) establishes agendas for each Board meeting in consultation with the chairs of applicable committees of the Board, (iii) leads executive sessions of the Board, (iv) sees that orders and resolutions of the Board are carried into effect and (v) performs such other duties and responsibilities as requested by the Board.  If the Chair of the Board is not an independent director within the meaning of New York Stock Exchange listing standards, the Board shall also appoint a Lead Director who (i) serves as chairman of the executive committee, (ii) presides at all meetings of the Board at which the Chair of the Board is not present, including executive sessions of the independent directors, (iii) serves as a liaison between the Chair of the Board and the independent directors, including serving as the conduit for independent directors to relay issues, concerns or agenda items in connection with upcoming Board meetings, (iv) approves information sent to the Board, including meeting agendas and meeting schedules, (v) has the authority to call meetings of the independent directors, (vi) ensures that he or she is available for consultation and direct communication with the Company’s stockholders upon request and (vii) performs such other duties and responsibilities as requested by the Board.  

Board Meetings; Involvement of Senior Management

Board Meetings—Attendance
Board members are expected to attend Board meetings and meetings of the committees on which they serve.  Each director is also encouraged and expected to attend the Company’s annual meeting of stockholders.

Board Meetings—Agenda
The frequency and length of Board meetings are determined by the Chair of the Board, with input from the Board.  The Chair of the Board sets the agenda for each Board meeting and distributes it to all the directors in advance.

Advance Distribution of Materials; Review by Board Members
Information that is relevant to the Board’s understanding of matters to be discussed at an upcoming Board meeting should be distributed to the members of the Board sufficiently in advance of meetings to permit meaningful review.  Advance information materials should generally be kept as concise as possible while giving directors sufficient information to make informed decisions.  Board and committee members should review materials provided to them prior to Board and committee meetings and arrive at such meetings prepared to discuss the issues presented.

Access to Employees; Independent Advisors

The Board has access to Company employees to ensure that directors can ask all questions and glean all information necessary to fulfill their duties.  With the approval of the Chair of the Board, management invites Company personnel to Board meetings at which their presence and expertise would help the Board have a full understanding of matters being considered.  In addition, the Board and its committees have access to, and authority to engage, at the Company’s expense, independent financial, legal, accounting and other advisors.

Executive Sessions
The non-management directors shall meet at regularly scheduled executive sessions at which no management directors or other members of management are present.  If the non-management directors include one or more directors who is not an independent director within the meaning of New York Stock Exchange listing standards, the independent directors will themselves meet in executive session at least once per year.  

Performance Evaluations and Succession Planning

Board Evaluation
The Board evaluates its performance on an annual basis through an evaluation process administered by the Nominating and Governance Committee. The Board should discuss each evaluation to determine what, if any, actions should be taken to improve the effectiveness of the Board or any committee thereof.

CEO Evaluation
The Compensation Committee conducts a review at least annually of the performance of the CEO.  The Compensation Committee establishes the evaluation process and determines the criteria by which the CEO is evaluated.

Succession Planning
The Compensation Committee works with the CEO to plan for the succession of the CEO and other senior executive officers, as well as to develop plans for interim succession for the CEO in the event of retirement or an unexpected occurrence.

Compensation


Board Compensation Review
The Compensation Committee periodically reviews how the Company’s director compensation practices compare with those of other comparable companies.  The Board determines its director compensation practices after the Compensation Committee completes this review.  Directors who are also members of management will receive no additional compensation for their service as directors.

Stock Ownership by Directors

The Board believes that an ownership stake in the Company strengthens the alignment of interests between directors and stockholders.  Accordingly, the Board has adopted stock ownership guidelines pertaining to directors which shall be evaluated from time to time by the Compensation Committee.  

Committees

Number and Type of Committees
The Board has three standing committees—an Audit Committee, a Compensation Committee and a Nominating and Governance Committee.  The composition, duties and responsibilities of each committee are set forth in a charter approved by the Board and each of the respective committees.  The Board may add new committees or eliminate existing committees as it deems advisable, subject to applicable laws and New York Stock Exchange listing standards.

Composition of Committees; Committee Chairs
Each of the Audit, Compensation and Nominating and Governance Committees consists solely of independent directors.  The Board is responsible for appointing committee members and committee chairs, pursuant to recommendations made by the Nominating and Governance Committee and subject to applicable laws and New York Stock Exchange listing standards.  The Board considers the rotation of committee members and committee chairs from time to time and makes adjustments as it deems necessary or advisable.

Communications


Board Interaction with Third Parties
It is the policy of the Board that the CEO and the Chief Financial Officer of the Company act as the spokespersons for the Company, although management may, from time to time, request individual directors to meet or otherwise communicate with various constituencies that are involved with the Company.  

Confidentiality
In order to facilitate open discussions, the Board believes maintaining confidentiality of information and deliberations is imperative.  Each director has a fiduciary obligation to maintain the confidentiality of information received in connection with his or her service as a director or committee member.

Download Corporate Governance Guidelines PDF

*Adopted by the Board of Directors effective March 20, 2014

Nominating & Governance Committee Charter

There shall be a committee of the Board of Directors (the “Board”) of Navigant Consulting, Inc. (the “Company”) that shall be called the Nominating and Governance Committee (the “Committee”).

I. Purpose

The purpose of the Committee is to (1) identify and evaluate individuals qualified to become Board members, and recommend that the Board appoint such directors or select the director nominees for election at the next annual meeting of shareholders, and (2) develop and recommend to the Board the corporate governance principles applicable to the Company.

II. Composition, Qualifications and Meetings

The Committee shall consist of no fewer than three members. Each member of the Committee shall satisfy  the independence requirements of the New York Stock Exchange and the securities laws.

Determinations as to whether a particular director satisfies the requirements for membership on the  Committee shall be made by the Board. The Board shall appoint the members of the Committee and designate the Chair of the Committee. The members of the Committee shall serve for such terms as the Board shall determine or until their earlier death, resignation or removal by the Board. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to such new members satisfying applicable independence requirements.

The Committee shall meet with such frequency and at such intervals as it shall determine is necessary to carry out its duties and responsibilities, but in any case, not less than twice a year. The Committee will meet at such times as determined by its chairperson or as requested by any two of its members. Notice of all meetings shall be given, and waiver thereof determined, and all actions of the Committee shall be taken pursuant to and in accordance with the Company’s by-laws. The chairperson will preside, when present, at all meetings of the Committee.

The Committee may form, and delegate authority to, subcommittees when it deems appropriate.

III. Responsibilities and Duties

The Committee shall have the specific responsibilities and duties set forth below.  The Committee shall also carry out any other responsibilities delegated to it by the Board from time to time.  The following shall be the Committee’s principal responsibilities:

  1. Make recommendations to the Board regarding changes to the size and composition of the Board or any committee thereof.
  2. Develop qualification criteria for Board members in consultation with the Board, and identify, interview and screen individuals qualified to become Board members in accordance with such criteria for recommendation to the Board. Candidates are selected for, among other things, their judgment, skill, integrity, diversity, and business or other experience. The Committee may (but is not required to) consider candidates suggested by management or other members of the Board. The Committee shall select, or recommend that the Board select, the director nominees to stand for election at the next annual meeting of shareholders at which directors will be elected.
  3. Identify Board members qualified to fill any vacancy on a standing committee of the Board in accordance with the qualification criteria for Board members, and recommend nominees to the Board for appointment to any such committee.
  4. Have the sole authority to retain, as appropriate and at the Company’s expense, and terminate any search firm to be used to identify and evaluate director candidates and shall have sole authority to approve the search firm’s fees and other retention terms. The Committee shall also have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors at the Company’s expense.
  5. Establish an appropriate process for and oversee the self-assessment of the Board and its committees and oversee the evaluation of management. In carrying out these responsibilities, the Committee will coordinate with other Board committees to avoid unnecessary duplication.
  6. Review and evaluate all shareholder nominees for director in accordance with the qualification criteria for Board members, provided that any such nomination is received by the Company’s secretary within the time frame established by the Company’s by-laws.
  7. Review and make recommendations to the Board regarding shareholder proposals properly submitted for inclusion in the Company’s proxy statement. The Committee may refer any such proposal to another committee of the Board for review and recommendation as deemed appropriate.
  8. Develop and recommend to the Board standards to be applied in making determinations on the types of relationships that constitute material relationships between the Company and a director for purposes of determining director independence.
  9. Review and assess at least annually the adequacy of the Corporate Governance Guidelines and recommend any proposed changes to the Board for approval. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
  10. Review and make recommendations to the Board regarding any resignation tendered by a director pursuant to the Company’s Corporate Governance Guidelines or by-laws.
  11. Review annually, or more often if appropriate, committee members as follows: (1) qualifications and requirements of Committee members; (2) committee structure (including authority to delegate); and (3) committee performance.
  12. Review and approve the Company’s Code of Business Standards and Ethics and consider all requests for waivers to the extent required by the Sarbanes-Oxley Act of 2002 and New York Stock Exchange rules.
  13. Make regular reports to the Board.

Download Nominating and Governance Committee Charter PDF

*Revised and approved by Navigant Consulting, Inc. Board of Directors on February 6, 2015

Categorical Standards for Director Independance

The Board of Directors of Navigant Consulting, Inc. (the “Company” or “NCI”) makes determinations whether individual Directors are “independent” for purposes of applicable SEC corporate governance rules and NYSE listing standards based on all relevant facts and circumstances. In addition, the Board applies the applicable "bright line" criteria set forth in Section 303A.02(b) of the NYSE listing standards.

In addition, the Board has adopted the following categorical standards to assist it in making determinations of independence and to permit it to make a general statement in its annual proxy statement that independent Directors meet such standards in lieu of disclosing particular aspects of immaterial relationships between individual Directors and the Company. The following relationships are considered immaterial and do not preclude a finding of “independence”:

  1. The Director is affiliated with or employed by a company, partnership or other entity that receives payments from NCI for services in an amount which, in the current fiscal year, does not exceed the greater of (a) $1 million or (b) two (2) percent of such other company's consolidated gross revenues; provided, however, that (i) for purposes of determining whether a Director satisfies the additional audit committee independence requirements set forth in the NYSE listing standards and under applicable SEC rules, a Director may not accept, directly or indirectly, a consulting, advisory or other compensatory fee from NCI in any amount (other than Director's and committee fees); and (ii) for purposes of determining whether a Director satisfies the additional compensation committee independence requirements set forth in the NYSE listing standards, the Board will consider the source of compensation of such Director, including any consulting, advisory or other compensatory fee from NCI (other than Director’s and committee fees).
  2. The Director is an employee, officer or director of a foundation, university or other nonĀ­profit organization to which NCI gives directly, or indirectly through the provision of services, less than $250,000 during the year in question.
  3. In addition, in any cases where payments are made by NCI “indirectly” to an immediate family member of a Director, as for example fees paid to a law firm in which such immediate family member is a partner, if such immediate family member disclaims and does not accept any share of such NCI payments, the Board will not consider that such payments preclude the Director from being considered “independent” for all purposes, including service on NCI's Audit Committee or Compensation Committee.

Download Categorical Standards for Director Independence PDF

*Revised and approved by the Navigant Consulting, Inc. Board of Directors on March 20, 2014

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