Colgate-Palmolive Company 2008 Annual Report

The Board believes that an independent director should be free of any relationship with Colgate or its senior management that may in fact or appearance impair the director’s ability to make independent judgments, and has adopted strict independence standards based on this principle. Colgate’s Board of Directors is comprised entirely of outside independent directors, with the exception of Ian Cook, Chairman, President and CEO. As its present directors exemplify, Colgate also values experience in business, education and public service fields, international experience, educational achievement, strong moral and ethical character and diversity. To further enhance the Board’s independence, the independent directors of the Board meet regularly in executive session without the CEO present. These sessions are led by a presiding director, whose role is described in Colgate’s Corporate Governance Guidelines. Each independent director serves a one-year term as presiding director in accordance with an established schedule.

The Board plays a major role in developing Colgate’s business strategy. It reviews the Company’s strategic plan and receives detailed briefings throughout the year on critical aspects of its implementation. The Board also has extensive involvement in succession planning and people development with special focus on CEO succession. It discusses potential successors to key executives and examines backgrounds, capabilities and appropriate developmental assignments.

Both inside and outside the boardroom, Colgate’s directors have frequent and direct contact with Colgate’s management. Key senior managers regularly join the directors during Board meetings and in more informal settings, and together they actively participate in candid discussions of various business issues. Between scheduled Board meetings, directors are invited to, and often do, contact senior managers with questions and suggestions. Communication among the directors is enhanced by the relatively small size of Colgate’s Board, which fosters openness and active discussion, and by regular meetings of the independent directors without the CEO present.

First formalized in 1996, Colgate’s “Guidelines on Significant Corporate Governance Issues” are reviewed periodically to ensure that they are state-of-the-art. Formal charters define the duties of each Board committee and guide their execution. Colgate’s Corporate Governance Guidelines and all Committee Charters are available on our web site. Additionally, the Board sponsors the Company’s Code of Conduct and Business Practices Guidelines, which promote the highest ethical standards in all of the Company’s business dealings.

The Board is committed to the quality, integrity and transparency of Colgate’s financial reports. This commitment is reflected in Colgate’s long-standing policies and procedures, including an internal audit group monitoring financial controls worldwide, independent auditors who have a broad mandate and an independent Audit Committee overseeing these areas.

Colgate people worldwide are committed to living our global values of Caring, Continuous Improvement and Global Teamwork in all aspects of our business. By managing with respect, Colgate people create an environment of open communication, teamwork and personal responsibility. A constant dedication to good governance shapes our Colgate culture and ultimately leads to good business results.

Each year, the Board evaluates its performance against criteria that the Board has determined are important to its success, including one or more of the following topics: financial oversight, succession planning, compensation, corporate governance, strategic planning and Board structure and role. Self-evaluations of the Board’s committees are also conducted annually. Complementing the Board and committee self-evaluations, the Board has also developed an individual director evaluation process under which directors evaluate their peers every few years. This valuable feedback is shared with each director to identify areas of strength and areas of focus for enhanced effectiveness.