Corporate Governance

Integrity, Transparency and Accountability

Ventas is committed to maintaining best-in-class corporate governance practices and policies that are in the interests of our stockholders. Our objective is that our practices and policies promote fairness and alignment, accountability of management and the Board of Directors, transparency, sound risk management and delivery of consistent, and superior total returns to stockholders.

Rigorous governance and ethics are embedded in our culture and the way we conduct business; it is also borne out by our superior long-term performance, our relationships with our investors, employees and business partners.

We are fully committed to honesty, fairness and integrity in the conduct of our business. It is our policy that employees, officers and directors are required to comply with our thorough Global Code of Ethics and Business Conduct, Human Rights and Political Contribution Expenditure and Activity policies. We also require our partners, suppliers, and vendors, as well as their employees, agents and subcontractors, to embrace this commitment to integrity by complying with the Ventas Vendor Code of Conduct.

As an international company, we have adopted many industry and external best practices, and we must follow the laws of different countries and jurisdictions. If a section of the Ventas policy or code conflicts with applicable local law, then the law takes precedence.

Fairness and Alignment

We have a longstanding commitment to responsible corporate governance and executive compensation practices
that are fair to, and create alignment with, our stockholders:

DO maintain a majority vote standard and director resignation policy for uncontested director electionsDO hold annual director electionsDO permit proxy accessDO maintain Audit, Compensation and Nominating Committees comprised solely of independent directorsDO permit stockholders to act by written consentDO hold annual advisory votes on our executive compensation to encourage regular feedback from stockholdersDO provide executive officers with the opportunity to earn market-competitive compensation through a mix of cash and equity compensation, with a strong emphasis on performance-based incentive awards.DO align pay and performance by linking a substantial portion of compensation to the achievement of pre-established performance measures that drive stockholder valueDO cap payouts for awards under our annual and long-term equity incentive plansDO require executive officers and directors to own and retain shares of our common stock that have significant value to further align interests with our stockholdersDO emphasize variable pay and long-term equity incentive awards over fixed pay and cash compensationDO enhance executive officer retention with time-based vesting schedules for equity incentive awards earned for prior-year performanceDO enable Board to “claw back” incentive compensation in the event of a financial restatement pursuant to recoupment policyDO prohibit new tax gross-up arrangements under anti-tax gross-up policyDO have a robust peer selection process and benchmark executive compensation to target the median of our comparative group of peer companiesDO engage an independent compensation consultant to advise the Compensation Committee on executive compensation matters
DO NOT maintain a stockholder rights plan (“poison pill”)DO NOT maintain a classified Board of DirectorsDO NOT permit executive officers or directors to engage in derivative or other hedging transactions in our securitiesDO NOT permit executive officers or directors to hold our securities in margin accounts or pledge our securities to secure loans without preapproval by the Audit CommitteeDO NOT base incentive awards on a single performance metric, thereby discouraging unnecessary or excessive risk-takingDO NOT base incentive awards on a single performance metric, thereby discouraging unnecessary or excessive risk-takingDO NOT provide guaranteed minimum payouts or uncapped award opportunitiesDO NOT have employment agreements with executiveofficers that provide single-trigger change of control benefitsDO NOT provide our Chief Executive Officer with tax gross-ups with respect to payments made in connection with a change of controlDO NOT provide executive officers with excessive perquisites or personal benefitsDO NOT provide executive officers with pension or retirement benefits other than pursuant to a 401(k) planDO NOT provide accelerated vesting upon a change of control under the terms of our 2012 Incentive PlanDO NOT reprice underwater stock options