UDR ESG — Elevated Excellence
Our Commitment to
Corporate Governance
UDR has a history of strong Corporate Governance which not only contributes to our long–term success and our ability to create value for our stakeholders, but fosters a foundational structure for the management of ESG opportunities and risks. We enhance our policies and procedures when our Board determines that it would benefit our Company and stakeholders to do so.
Governance Goals
- Provide training opportunities to 100% of associates and confirm 95% or higher completion at any given time for the following training courses: Business Ethics, Diversity and Inclusion (including unconscious bias), Fair Housing, IT Security Awareness, Sexual Harassment, and Workplace Harassment.
- Perform internal and external compliance screening for all new vendors to confirm compliance with federal laws including the Patriot Act, The Money Laundering Control Act, and Executive Order 13224.
- Continue to evaluate the risk of climate change as part of our Enterprise Risk Management process.
- Regularly engage with key stakeholders throughout the year through meetings and participation surveys to understand their ESG–related priorities and further improve the Company’s ESG disclosures.
Governance Highlights
Shareholder Rights
- Annual election of all directors
- Majority voting in uncontested director elections
- Proxy access for eligible director candidates nominated by eligible shareholders
- No shareholder rights plan (Poison Pill)
- Confidential voting
- No material restrictions on shareholders’ right to call a special meeting
- In 2023 and early 2024, we had 708 interactions with our investors through meetings and property tours, representing ownership of approximately 85% of our outstanding common stock
- Ability for shareholders to propose binding bylaw amendments
Independent Oversight
- Strong Lead Independent Director role with clearly articulated responsibilities
- Audit and Risk Management, Compensation and Management Development, Governance and Nominating Committees consist entirely of independent directors
- All directors are independent, except the Chairman and Chief Executive Officer
- Independent directors meet regularly in executive session
Good Governance
- Extensive board dialogue with formal processes for shareholder engagement
- Annual board and committee self–evaluations
- Annual individual director evaluation process
- Periodic continuing education for directors
- All Directors attended at least 75% of meetings held
- Annual advisory approval of named executive officer compensation
- Code of Business Conduct and Ethics, and Code of Ethics for Senior Financial Officers
- Stock Ownership Guidelines for Executive Officers and Directors
- Prohibition on Hedging Transactions
- Pledging Transactions Prohibited Without Prior Approval
- Policy on Recoupment of Performance–Based Incentives
- Require diverse candidates be included in the initial pool for any search for a new director or external search for a CEO, and all associates starting in 2021
Board Composition and Expertise
The members of our Board have diverse backgrounds, experience, and skillsets that are both relevant to the role of the Board and the needs of our business. The diversity of our Board has remained an ongoing focus in connection with our Board refreshment, evidenced by the addition of four new independent Directors in the last nine years, each with a range of viewpoints and additive expertise. Most recently, the Board continued its refreshment efforts with the additions of Diane M. Morefield in 2020 and Kevin C. Nickelberry in 2021. Directors are elected annually to serve for a term until the next annual meeting of shareholders or until their successors are elected and qualified.
Succession Planning
One of the primary responsibilities of the Board is to ensure that the Company has the necessary senior management talent to pursue our strategies and be successful. The Company’s Statement on Corporate Governance states that the Board is responsible for appointing the CEO, and planning for their succession, as well as the succession of other executive officers of the Company. The Compensation Committee is responsible for annually reviewing the development and retention plans for the Company’s key executive officers, including the CEO; reviewing and approving a succession plan for the CEO; and ensuring development and succession plans are in place for the Company’s key executive officers reporting to the CEO. Consistent with its responsibilities, the Compensation Committee regularly reviews succession plans for the CEO and the key executive officers and reports to the Board regarding those plans. In addition, we have a plan in place in the event of a sudden vacancy in the CEO position, which is also reviewed by the Board.
Executive Compensation Program
UDR’s executive compensation program, which is voted on annually by our shareholders on an advisory basis and undergoes ongoing oversight by the Compensation Committee, is a combination of base salary as well as long- and short–term incentive programs and is structured to be aligned with quantifiable results, total shareholder return, and successful execution of our business strategy. Our Long–Term Incentive Program (“LTI”) is based on 100% Company performance metrics, with 70% driven by relative performance. Our Short–Term Incentive Program (“STI”), in addition to driving value for our shareholders, has been enhanced over the past years to incorporate both an ESG Index, based on the relative percentile of our overall GRESB score, and an Associate Engagement & DEI metric, which is tied to our overall ’Health of the Workforce’ score.
Diversity and Equal Opportunities
UDR is an equal opportunity employer. We are committed to treating our associates in a nondiscriminatory manner with regard to race, ethnicity, religion, sex, sexual orientation, gender, sexual / gender identity, age, disability, pregnancy, national origin, military or veteran status, or any other characteristic protected by law. We require every associate to take online educational courses on an annual basis to increase their awareness of what constitutes harassment, including classes that stressed that all forms of harassment are forbidden and that any witnessed harassment must be identified, reported, and addressed in a timely manner. In addition, the Company’s learning and development program requires the annual completion of a diversity and inclusion course with unconscious bias training, and our associate diversity metrics are published in accordance with our GRI disclosures. Additional initiatives launched in the past years include the expansion of the ’Rooney Rule’ concept, initially adopted for Board refreshment in 2020, to promote equitable hiring practices by widening the interview funnel for all open associate positions as well as partnering with the Colorado Diversity Council, which provides additional resources and training to our associates and assists with UDR’s diverse recruiting efforts.
Enterprise Risk Management
Enterprise Risk Management (“ERM”) provides a proactive framework for the evaluation of threats and risks to our business with the aim of assisting in the development of mitigation strategies to protect the enterprise. While our Executive Officers communicate our ESG risk assessment and strategy, which are integrated into our overall risk management, ERM oversight is the responsibility of the Board. The Board’s role in the Company’s risk oversight process includes receiving regular reports from members of senior management and other Company associates on areas of material risk to the Company, including operational, financial, legal, strategic, cybersecurity and reputational risks, and other risks such as those related to climate change and human capital.
Our approach to ERM includes:
- Identifying risks that could materially impact our enterprise;
- Assessing risks, including impact, timing, likelihood, and trend (short and long term);
- Identifying and evaluating controls and risk mitigation to determine sufficiency; and
- Adjusting resources, processes, and strategies if necessary to reduce risk.
Within our risk universe, we have identified and incorporated climate change, including physical, transitional, and regulatory related risks as types of risks, that may impact our enterprise in the future and that are important to our stakeholders.
Cyber Security Program
The members of the UDR Cyber Security Office (“CSO”) use a governance, risk, and compliance framework to ensure that we mature our security program at the same rate we innovate our technology. Quarterly, UDR’s Senior Vice President — Chief Technology Officer reports on the Company’s security posture to the Audit and Risk Management Committee of the Board. The Board is updated on cybersecurity at least annually.
UDR’s enterprise security framework operates with four guiding principles:
- Identifying, attempting to prevent, and mitigating cybersecurity threats to the Company.
- Preserving the confidentiality, security, and availability of the information we collect and store for use in our business.
- Protecting the Company’s intellectual property,
- Protecting personally identifiable data and maintaining the confidence of our customers, clients, and business partners.
- Providing appropriate public disclosure of cybersecurity risks and incidents as required.
A key part of the Company’s strategy for managing risks from cybersecurity threats is the ongoing assessment and testing of the Company’s processes and practices through auditing, assessments, tabletop exercises, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures. Additionally, the CSO operates a user education program for our associates that includes mandatory training annually. This program is supplemented with monthly newsletters and tips on how to handle modern security threats.
Internal Audit
Our Internal Audit group is independent and reports directly to the Audit and Risk Management Committee of the Board. The Internal Audit group utilizes data analytics software and robotic process automation to audit and test entire populations of significant Company operational and financial transactions. The audit results are summarized and provided to senior management and the Audit and Risk Management Committee on a quarterly basis.
In addition to financial–related assurance work, the Internal Audit function is charged with performing reviews and certifications of external data submissions to third parties, specifically related to the annual GRESB submission.
Government Affairs
Our Government Affairs group tracks, monitors, and advises on regulatory matters that may impact our business at the local, county, state, federal, and judicial levels. Regulatory matters may include legislation such as various housing statutes, mandated emission targets, changes to tax rules, general liability, and numerous other areas of interest to UDR. The group works closely with the Company’s Legal and Operations teams so that UDR can consider legislative and regulatory items that may impact our business, associates, and residents in a timely manner. Regular reports on regulatory changes are provided to senior management and UDR’s operating team, to help guide our operational and capital allocation strategies.
In early 2022 our Board adopted a political contributions and charitable donations policy. The purpose of this policy is to ensure that all charitable contributions or political donations made by or on behalf of the Company are consistent with the Company’s values and policies, including the Company’s Code of Business Conduct and Ethics, and are in the best interest of the Company and comply with applicable laws and regulations.
Business Integrity
The UDR Code of Business Conduct and Ethics cannot cover every issue that may arise but sets out basic principles to be followed by all the Company’s directors, officers, and associates. Additionally, it is expected that this Code is provided to and followed by the Company’s agents, representatives, and consultants.
Some of the topics that The Code of Business Conduct and Ethics covers include Conflicts of Interest, Insider Trading, Competition and Fair Dealing, Gifts and Entertainment, Health and Safety, and Bribery and Corruption. The Code also reiterates the Company’s commitment to equal opportunity and nondiscrimination. Annually, the Code of Business Conduct and Ethics is acknowledged by all associates and provided to new associates during their onboarding with the Company.
UDR also maintains a Code of Ethics for Senior Financial Officers. To fulfill their responsibility to protect, balance, and preserve the interests of the Company’s shareholders, the Code is designed to outline additional standards of conduct to match the elevated role that Senior Financial Officers hold in corporate governance and is intended to supplement the Code of Business Conduct and Ethics applicable to all associates. Senior Financial Officers act in good faith and the Company’s Best interest in accordance with both Codes.
Vendor Compliance
The Company has an established compliance program that is designed to help ensure vendors conduct their business that involves UDR in an ethical manner in accordance with Company policy. This reduces third–risk, including fraud risk. Periodically, a due diligence review is performed of the Company’s vendors to confirm licenses, tax identification numbers, criminal, and other background searches, insurance, and that Company required standards of performance are met. This review helps ensure compliance with federal laws including the Patriot Act, The Money Laundering Control Act, and Executive Order 13224. All vendors must agree to comply with all applicable laws and regulations, including non-discrimination laws.