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Exhibit 99(i)
Northern Trust Corporation
Corporate Governance Guidelines
Adopted by the Board of Directors May 16, 2000
A. Composition of the Board of Directors
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1. Size. In recent years, the Board has had between 12 and 16 members. A
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size in this range makes the Board large enough to allow for a diversity of
perspectives and backgrounds without being so large as to impede effective
discussion. The quality of the individuals serving and the overall balance of
the Board is more important than the precise number of members, and these
considerations could lead from time to time to a Board outside this range.
2. Independence. A substantial majority of the Board should consist of
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directors who are not employed by the Corporation and whose other relationships
with the Corporation are not such that, in the Board's judgment, their
effectiveness as directors would be impaired. The Board would not expect to have
more than one or two employee directors except in unusual circumstances, such as
during a transition in leadership.
3. Retirement. No director may stand for election to the Board after his
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or her 70th birthday. It is also expected that employee directors will resign
from the Board at the time they resign or retire from the Corporation.
4. Candidates. The Board as a whole is responsible for selecting
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candidates for director. The Corporate Governance Committee, with the active
involvement of the Chief Executive Officer, is responsible for screening and
recommending candidates. In discharging this responsibility, the Committee
periodically evaluates the Board's effectiveness and
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composition, including matters such as the business and professional
backgrounds, age, current employment, community service and other board service
of members as well as racial, ethnic and gender diversity. Although the
Committee will consider length of service in recommending candidates for re-
election, the Board does not believe that adopting a set term limit for
directors serves the interests of the Corporation.
5. Leadership. The Board should remain free to configure leadership of
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the Board and the Corporation in the way that best serves the Corporation's
interests at the time and, accordingly, has no fixed policy with respect to
combining or separating the offices of Chairman and CEO.
6. Compensation. Director compensation should be set by the Board. The
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Compensation and Benefits Committee, with the assistance of the Corporation's
staff, reviews the amount and composition of director compensation from time to
time and makes recommendations to the Board when it concludes changes are
needed.
B. Meeting Preparation and Procedures.
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1. Agendas. The Chairman of the Board is responsible for setting and
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circulating in advance an agenda for each meeting. Any director may suggest
items for inclusion on the agenda. The Board expects that meeting agendas will
include on a regular basis a review of financial performance and a review of the
Corporation's business strategies and practices.
2. Meeting Materials. Materials with respect to matters on which action
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is expected to be taken are circulated to the Board at least several days in
advance of the meeting whenever possible. Financial reports, certain Committee
minutes and other background materials are also circulated in advance of the
meeting and during months when the Board is not scheduled to meet.
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3. Access to Employees. The Board expects that senior officers of the
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Corporation will regularly attend Board and Committee meetings, present
proposals and otherwise assist in the work of the Board. Members of the Board
have direct access to any of the Corporation's employees.
C. Committees of the Board
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1. Numbers and Composition of Committees. The Corporation currently has
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six standing committees: Audit, Business Risk, Business Strategy, Compensation
and Benefits, Corporate Governance, and Executive. Employees of the Corporation
do not serve on any Committee other than the Executive Committee, although the
staff work needed for each Committee is coordinated by a designated officer. The
responsibilities of each Committee and any membership requirements are contained
in the Corporation's by-laws or a charter approved by the Board. The Corporation
complies with all Nasdaq Stock Market and regulatory requirements concerning the
membership of certain Committees, including those with respect to independence.
The Corporate Governance Committee reviews the committee structure of the Board
and the membership of the various committees at least annually and makes
recommendations for any changes to the Board.
2. Committee Chairmen and Membership. The Chairmanship of all Committees
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other than the Executive Committee, which the Chief Executive Officer will
normally chair, should change at least every five years. These changes should be
sequenced so that the leadership of no more than one or two of these Committees
changes in any given year. There should also be a regular rotation in membership
of the Committees, balancing in each set of changes the need for fresh
perspective with the need for continuity.
3. Committee Meeting Procedures. In consultation with the Chairman of the
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Board and the executive officer responsible for supporting each Committee, the
Committee Chairman determines the frequency of meetings and the agenda for each
meeting. The agenda and any background materials are circulated in advance
whenever practical. The Committee Chairmen report to the full Board after each
meeting, and
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minutes of the Audit, Business Risk, Business Strategy and Corporate Governance
Committees are circulated to the full Board.
D. Role with Respect to Management
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1. Evaluation of Senior Officers. A key responsibility of the Board is to
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monitor the performance of the CEO and, in consultation with the CEO, the
performance of other senior officers. The Compensation and Benefits Committee
conducts a formal review annually and reports to the Board.
2. Succession Planning. The CEO discusses succession planning annually
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with the Compensation and Benefits Committee and, together with the Chairman of
that Committee, reviews the discussion with the Board.
3. Communication. Management speaks for the Corporation. Inquiries from
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institutional investors, the press and others should be referred to the CEO or
other appropriate officers. Individual directors may from time to time meet with
various constituencies of the Corporation, but the Board expects that this would
be done only with its concurrence or that of management.
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