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Corporate Responsibility

Corporate Governance

Our Commitment to

Corporate Governance

We believe that effective and transparent corporate governance is critical to our long-term success, as well as to our ability to create shareholder value. At UDR, we frequently review our corporate governance policies, monitor emerging developments in corporate governance, and enhance our policies.

Governance Goals

  • Confirm 100% of Associates acknowledge the Company’s Code of Ethics Policy
  • Provide workplace harassment and information security awareness training annually to all Associates
  • Perform internal and external compliance screening for all new vendors
  • Participate in the annual Global Real Estate Sustainability Benchmark (GRESB) survey
  • Further evaluate the risk of climate change as part of our Enterprise Risk Management process

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
  • Shareholder engagement with holders of approximately 80.4% of outstanding shares in 2018
  • Ability for shareholders to propose binding bylaw amendments

Independent Oversight

  • Strong Lead Independent Director role with clearly articulated responsibilities
  • Audit, Compensation, 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.

Succession Planning

One of the primary responsibilities of UDR’s Board of Directors is to ensure that the Company has talented individuals who can execute our strategies and drive us forward. Leadership successions is reviewed continuously throughout the year throughout the year.

Board Composition and Expertise

Each member of the Board brings an experienced and differentiated background and set of skills, including expertise in corporate governance and Board service, executive management development, corporate finance and financial markets, real estate investment, and civic leadership.

Business Integrity

The UDR Code of Business Conduct and Ethics encompasses a wide range of business practices and procedures. All UDR Directors, Officers, and Associates must follow these principles. This code is published online and is available for the Company’s agents and representatives, including consultants, to review.

Diversity and Equal Opportunities

UDR is an equal opportunity employer. We’re committed to treating our Associates in a nondiscriminatory manner with regard to race, religion, color, sex, sexual orientation, gender, sexual / gender identity, age, disability, pregnancy, national origin, military or veteran status or any other characteristic protected by law.

Enterprise Risk Management

Enterprise Risk Management (ERM) provides a proactive framework for the evaluation of threats and risks to our business and assists in the development of mitigation strategies to protect the Enterprise. 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 • Adjusting resources, processes, and strategy if necessary to reduce risk. ERM oversight is the responsibility of the Board.

Enterprise Security Program

UDR has an Enterprise Security Program that provides real-time monitoring of cyber security threats. This comprehensive program monitors the health of the Company’s overall security performance including: • Governance • Associate Training • Risk • Business Continuity • Application Health • Compliance Against Standards • Building Management Systems.

Vendor Compliance

The Company has an established compliance program that is designed to ensure business is conducted ethically in accordance with company policy without influence.

Internal Audit

Our Internal Audit group is independent and reports directly to the Audit and Risk Management Committee of the Board of Directors.

Government Affairs

Our Government Affairs group was formed to track, monitor, and advise on regulatory matters at the federal level and in the states, counties, and municipalities in which UDR operates.

2020 Corporate Responsibility Report