Central Garden & Pet was founded in 1980 on the principle of conducting our business with integrity, honesty and trust. Ethical behavior is critical to our long-term sustainable success. It is foundational to the way we conduct ourselves in all our business transactions and how we have built our reputation in the industry, with our customers, and with our employees. We are committed to providing our shareholders a competitive return on their investment while conducting our business in an ethical manner and to being a good corporate citizen and comply with the letter and the spirit of all federal, state and local laws.
Corporate Governance Practices
Our corporate governance practices are designed to provide a robust framework that enables the Board of Directors to effectively fulfill its fiduciary duties of care and loyalty to both shareholders and the company. In performing these duties, the Board applies sound business judgment to oversee key areas, including corporate strategy, business performance, financial statement integrity, risk management, executive compensation policies, succession planning, and compliance with legal and regulatory requirements. Through these efforts, the Board ensures that Central operates with transparency and integrity while fostering sustainable growth and creating long-term shareholder value. Key elements of our corporate governance framework include:
- Annual election of all directors, ensuring accountability to shareholders.
- A majority of independent directors, promoting impartial oversight.
- Separation of the roles of Chairman and CEO, enhancing governance and leadership balance.
- Designation of a Lead Independent Director, strengthening independent Board leadership.
- Regular executive sessions for independent directors without the presence of management or management directors.
- Independent Audit and Compensation Committees, reinforcing oversight of critical areas.
- Commitment to Board renewal, ensuring fresh perspectives and diverse expertise are regularly introduced.
These governance practices reflect our dedication to upholding the highest standards of accountability, transparency, and ethical conduct as Central continues to evolve and deliver value to its stakeholders.
Ethics and Compliance
Central has built a strong reputation as an industry leader by delivering exceptional service, quality products, and upholding its core values. This reputation, one of our most valuable assets, is sustained by the ethical choices of our employees, guided by our six values:
- We do the right thing
- We strive to be the best
- We are entrepreneurial
- We grow every day
- We are passionate
- We win together
Our Code of Ethics, titled "The Way We Do Business," outlines expectations for ethical behavior and decision-making, ensuring trust, integrity, and professionalism in all interactions. Adherence to this Code is mandatory for all employees, directors, and officers, reflecting our commitment to building trust, guiding ethical decisions, and encouraging accountability. By living our values and adhering to our Code, we maintain the foundation of excellence and integrity that defines Central.
Risk Management
Central has a formal process to identify, assess, report, manage and mitigate significant risks to the company. This process includes an assessment of the likelihood that identified risks will occur, and the potential impact to the organization should identified risks materialize. For the most significant risks, we determine whether the risk can be mitigated, or if it may only be monitored. For risks that may be mitigated, we develop mitigation plans with specific business owners and action plans. The Audit Committee of our Board of Directors annually reviews and discusses the comprehensive enterprise risk management analysis prepared by management. Management also provides an interim update to the Audit Committee once during the year or more frequently should a new, potentially material risk emerge
Data Protection & Security
We are committed to the privacy and security of our own information and that of our employees, suppliers, customers and consumers. Central complies with all applicable data protection laws. We continuously monitor our information technology systems for security risks. Our Chief Information Officer is responsible for management of cybersecurity and ensuring that the enterprise security program achieves the appropriate risk-based security posture. The Audit Committee of our Board of Directors oversees cybersecurity risk and receives periodic updates during the year about how management is mitigating cybersecurity risk throughout the enterprise. We conduct regular security awareness training, which includes assessing employees and support contractors. Focused training is also provided on an as needed basis to address specific risks and threats.
Supply Chain
Central’s success is highly dependent upon the efforts and contributions of our suppliers who help us deliver value to our customers by providing the highest quality products, delivered on time and at the best value. Our suppliers are our partners in this commitment, with proven capabilities and adherence to quality, cost and schedule commitments. We strongly believe that critical processes and product characteristics must be controlled statistically to produce repeatable products that consistently meet or exceed requirements at reduced cost. We are committed to conducting business in an ethical manner and expect our suppliers to have the same level of commitment and act with integrity in all facets of our business and supply chain management. Central holds itself to the highest ethical standards and takes pride in a reputation of trust, integrity and accountability among key stakeholders, including employees, suppliers, agents, customers and shareholders. Our Code of Ethics, “The Way We Do Business,” outlines and reinforces our commitment to ethical behavior at every level and we strive to develop partnerships with suppliers that share our values.
Our Policies
We have formal written policies that address conflicts of interest, gifts and entertainment, health and safety, insider trading, data privacy, discrimination and other areas of risk. We periodically train our employees on these and other governance topics, including cybersecurity.
