Governance Documents

Committee Charters

Audit and Compliance Committee

Compensation Committee

Nominating, Governance and Corporate Responsibility Committee

 

Governance Documents

Certificate of Incorporation

By-Laws

Guidelines on Governance

Global Code of Ethics and Business Conduct

Ventas Vendor Code of Conduct

Global Anti-Corruption Policy

Anti-Harassment Policy

Human Rights Policy

Political Contribution, Expenditure and Activity Policy

 

Codes of Conduct

Ventas is committed to fair and ethical business conduct, consistent with its Global Code of Ethics and Business Conduct and Global Anti-Corruption Policy. We require our partners, suppliers and vendors, as well as their employees, agents and subcontractors, to embrace our commitment to integrity by complying with the Ventas Vendor Code of Conduct.

All of our employees are required to annually review our key policies, including our Global Anti-Corruption Policy and Global Code of Ethics and Business Conduct which contains anti-corruption guidelines. We also have periodic mandatory employee training focused on anti-corruption guidelines that are appropriate for our business. We encourage anyone (including employees, contractors, tenants and suppliers) to report in good faith any issues or concerns about potential ethical, legal or regulatory violations, including those regarding our internal controls or our accounting or audit practices, by contacting our Compliance Investigator.

In 2019 and 2020, we have not granted waivers of any provisions of our Global Code of Ethics and Business Conduct and no material breaches of our Global Code of Ethics and Business Conduct have occurred that would require the filing of a Form 8-K.

For more information, see our Global Code of Ethics and Business Conduct and our Global Anti-Corruption Policy.

 

Anti-Harassment

Ventas is committed to providing all employees, employment applicants, workplace contractors, unpaid interns and volunteers with a work environment that is free from harassment. Our Anti-Harassment Policy outlines behaviors and conduct that are prohibited, including sexual harassment, on any legally protected basis.

 

Human Rights

Respect for human rights is fundamental at Ventas. We are committed to upholding human dignity and equal opportunity under principles outlined in the United Nation’s Universal Declaration of Human Rights. In addition to our Human Rights Policy, our Global Code of Ethics and Business Conduct and Vendor Code of Conduct embed the responsibility to respect human rights in all business functions, including our supply chain. Ventas further promotes human rights by encouraging social and environmental progress and better standards of life for our employees, those of our suppliers and the communities we serve. Fostering engagement with each of these groups is critical to our continued promotion of human rights.

 

Political Contribution, Expenditure and Activity

In accordance with our Political Contribution, Expenditure and Activity Policy, we participate in the political process by contributing prudently to state and local candidates and political organizations when such contributions are permitted by state and local law. Direct corporate contributions to federal candidates and national political party committees are prohibited by law. As a result, we do not make such contributions.

A comprehensive list of our corporate contributions to state and local political candidates, political parties and initiatives can be found here and is updated annually. See below for our most recent activity:

Ventas, Inc. Corporate Political Contributions: January – December 2021

Contributions to Political Organizations	State	Amount
No contributions during this period	—	—

The Company’s political contributions and activities for the period from January 1, 2017 to December 31, 2021 adhere to the Ventas, Inc. Political Contribution, Expenditure and Activity Policy.

 

Minimum Stock Ownership Guidelines for Executives

In keeping with its policy of implementing best-in-class corporate governance practices, our Board has adopted minimum share ownership guidelines for executive officers requiring such officers to maintain a minimum equity investment in Ventas based upon a multiple (ranging from three to six times) of each such officer’s base salary. The guidelines provide that executive officers must achieve the minimum equity investment within five years from the date he or she first becomes subject to the guidelines, and until such time, that executive must retain at least 60% of the common stock granted to the executive by us or purchased by the executive through the exercise of stock options.  All of our executive officers are currently in compliance with the minimum stock ownership guidelines, subject to transition rules.

 

Minimum Stock Ownership Guidelines for Non-Employee Directors

Our Board has also adopted minimum share ownership guidelines for non-employee directors. Under these guidelines, each non-employee director must maintain shares of our common stock with a value not less than five times the current annual cash retainer paid to such director for service on our Board (excluding, among other things, any additional retainer paid for committee membership or chairmanship). Each non-employee director has five years from the date he or she first becomes subject to the guidelines to satisfy the minimum ownership guidelines, and until such time, that director must retain 100% of the common stock or stock units granted to the director as compensation less any shares forfeited by the director to pay taxes. All of our non-employee directors are currently in compliance with the minimum stock ownership guidelines, subject to transition rules.