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50.69 per share
(Effective March 6, 2017)
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Memorandum from the Chair

TO:           All CH2M Stockholders
FROM:   Jacque Hinman, Chair of the Board of Directors and CEO of CH2M
DATE:    June 7, 2017

At our Annual Stockholder Meeting held on June 5, 2017, stockholders approved a proposal recommended by your board of directors to amend our Certificate of Incorporation to allow one retired employee of CH2M to serve as an “employee director” on our Board. On June 7, 2017, we amended our Delaware Certificate of Incorporation accordingly.

I am now writing on behalf of the Board of Directors to solicit your input as to the criteria our Governance and Corporate Citizenship Committee should consider when evaluating retiree director candidates. After the criteria has been formally established, the Governance and Corporate Citizenship Committee will commence the process to solicit nominees. Please do not submit nominees until that process commences.

Current criteria for Employee Director candidates

To be considered as an employee director candidate, an employee must fulfill the experience requirements and have the requisite personal attributes described below.  This criteria has been long established by the Governance and Corporate Citizenship Committee of the Board of Directors and will generally apply to retiree director candidates as well, but of course bearing in mind that candidates are retired and not actively engaged in the business any longer. 

Experience requirements

  1. At least 15 years of professional experience in the engineering and construction industry, including responsibility at a senior officer level (such as leading a major business unit or geography, or global enterprise services/ corporate function).
  2. Broad knowledge of CH2M’s global business, organization and culture, through leadership experience gained in multiple business units and/or functions, and across multiple international geographies.
  3. Experience with strategy and policy formulation, and a deep understanding of CH2M’s company strategy and competitive position.
  4. A respected and networked leader in the engineering and construction industry, with strong contacts at the senior executive level in client and/or competitor organizations.
  5. Proven business and financial acumen commensurate with that required to fulfill a director’s fiduciary responsibilities with respect to financial and reporting requirements (including but not limited to company financial statements, SEC forms and filings, etc).
  6. Previous corporate governance (Board of Directors or Advisory Board) experience in a for-profit or non-profit organization. In the absence of direct board experience, the individual should have successfully completed governance training and have experience advising or presenting to a board.

Personal attributes requirements

  1. Demonstrated personal character of the highest caliber in integrity, trust, responsibility, respect, teamwork and maturity.
  2. Demonstrated traits of an independent thinker, a diplomatic communicator and a patient listener.
  3. Understanding of, and ability to serve, the interests of all CH2M stockholders, without conflict in relation to the employee director’s job position, seniority, organizational alignment, or personal interests.

Demonstrated leadership personally exemplifying and upholding our company values among team members

Demonstrated leadership personally exemplifying and upholding our company values among team members CH2M’s values are the principles that govern how we behave and make decisions; they represent the fundamental beliefs we all share. The Board must model CH2M’s values consistently with unwavering expectations of accountability to them. Each Board member should be able to articulate and recognize the behaviors within themselves and with others in the company that exemplifies CH2M’s values and ensure behaviors that align to each value: Respectful, Collaborative, Entrepreneurial, Compassionate, and Positive.

Proposed criteria for Retiree Director candidates

As discussed in our 2017 proxy statement, our Governance and Corporate Citizenship Committee anticipates that, in addition to the criteria listed above, it will also evaluate retiree director nominees based on the following:

  1. The amount of CH2M common stock beneficially owned by the retired employee.
  2. Whether the retired employee retired from the company in good standing.
  3. The number of consecutive years of service completed by the retired employee before retirement.
  4. Whether the nominee is a current or recent employee or consultant for another company or firm that is or could be viewed as a competitor to CH2M or any of its affiliates.

Once appointed or elected to the Board, a retired employee director must continue to satisfy the criteria listed above, with continued satisfaction determined in the sole discretion of the Governance and Corporate Citizenship Committee.  Additionally, like all directors, a retiree director must act in accordance with the requirements of the Governance Principles.

Please let us know if you have any suggested changes or additions to the proposed criteria for retired employee director candidates that the Governance and Corporate Citizenship Committee should consider.

Just as current employee directors must serve the interests of all CH2M stockholders, retired employee directors must understand and serve the interests of all CH2M stockholders. Retired employee directors have fiduciary duties to all stockholders, not only to retired employee or former employee stockholders of the company.

Criteria submission requirements

Please submit any recommendations related to the criteria for retiree directors in the format specified below.

Format and content

Recommendations should be no more than 2 pages in length, written in English. Please describe any suggested changes or additions to the proposed criteria for retiree employee director candidates that you believe the Governance and Corporate Citizenship Committee should consider. To assist the Governance and Corporate Citizenship Committee, please include any rationale that you think would be helpful.

Submission

Please submit your recommendations via email to nominations@ch2m.com. Please note that we are not currently taking nominations for retiree director candidates, but expect to do so once our Governance and Corporate Citizenship Committee finalizes the criteria. TO BE CONSIDERED, ALL RECOMMENDATIONS WITH RESPECT TO THE RETIRED EMPLOYEE DIRECTOR SELECTION CRITERIA MUST BE SUBMITTED BY 5 PM US Mountain Time (GMT-7) on June 23, 2017.

About us

At CH2M, we're excited by tough challenges - the tougher they are, the more excited we get.

We love to take on our clients' most complex infrastructure and natural resource problems, turning them upside down and inside out, solving them in ways nobody has thought of before. Together, we create new pathways for human progress, breathing fresh life, energy and enterprise into every community we touch.

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Annual meeting

The 2017 Annual Meeting of Stockholders will be held at our World Headquarters, 9191 South Jamaica Street, Englewood, Colorado, 80112, USA on Monday, June 5, 2017, at 10:00 a.m. Mountain Daylight Time.

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Natalie Eldredge
9191 South Jamaica Street
Englewood, CO 80112
USA

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Lorrie Crum
9191 South Jamaica Street
Englewood, CO 80112
USA

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