Our commitment to ethics and integrity drives the way we conduct our business. Overstock has enacted strong corporate governance processes to strengthen our compliance efforts, improve the quality and transparency of our reporting, and maximize long-term shareholder value while observing the highest ethical standards.

Alt TextDraft Vendor Code of Conduct in 2022.
board independence
  • Six of the seven board members are independent.

  • The board chair is independent.

  • Each member of the Audit Committee is independent.

  • Each member of the Compensation Committee is independent.

  • Each member of the Nominating and Corporate Governance Committee is independent.

  • Independent board members regularly meet together without management present.

board diversity
  • Tenure range, with starting dates from 2002 to 2020.

  • Two board members are female.

  • One board member is racially or ethnically diverse.

education & skill diversity
  • Three board members hold master’s degrees.

  • Four board members hold doctorate degrees.

  • Areas of study include business, economics, law, finance, foreign language, and philosophy.

code of business conduct & ethics

Our Code of Business Conduct and Ethics which applies to all employees, executive officers, and directors of Overstock promotes honest and ethical conduct, and addresses the following topics:

  • Compliance with Laws, Rules, and Regulations.

  • Conflicts of Interest.

  • Insider Trading.

  • Corporate Opportunities.

  • Competition and Fair Dealing.

  • Discrimination and Harassment.

  • Health and Safety.

  • Record-Keeping.

  • Confidentiality.

  • Protection and Proper Use of Company Assets.

  • Prohibition on Payments to Government Personnel.

  • Reporting any Illegal or Unethical Behavior.

committees

Audit Committee

  • Oversees audits of the financial statements and accounting and financial reporting processes.

  • Oversees independent auditors, including their appointment, compensation, retention, dismissal, and oversight of work.

Compensation Committee

  • Oversees director and officer compensation plans, policies, and programs of the company.

Nominating & Corporate Governance Committee

  • Recommend nominees for election to the board of directors and the board’s standing committees.

Disclosure Committees

  • Comprised of key internal stakeholders and senior leadership.

  • Review and revise or affirm their agreement with our company 10-Ks, 10-Qs, 11-Ks, and Proxy Statements.

internal audit
  • Audits key business functions and processes, including evaluating compliance with Sarbanes-Oxley under federal securities law.

  • Uses a disciplined risk-based approach to evaluate and assess the effectiveness of controls and corporate governance processes.

  • Reports to the Chief Financial Officer and maintains regular interaction with Audit Committee.

  • Maintains independence from any element in the organization and has unrestricted access to: officers and management, systems and data, Audit Committee, and external auditors.

independent auditors
  • Report to the Audit Committee.

  • Responsible for auditing our financial statements and auditing the effectiveness of our internal controls over financial reporting.

  • Provide a report for the Audit Committee at least annually describing the firm’s quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues.

  • Prepare, at least annually, written disclosures required by the PCAOB regarding communications with the Audit Committee concerning independence, including a formal written statement delineating all relationships between the auditor and the company, and actively engaging in a dialog with the Audit Committee with respect to independence and any disclosed relationships or services that may impact objectivity and independence.

  • Prepare quarterly communications required by the PCAOB to the Audit Committee including (but not limited to): (1) changes to critical accounting policies and practices used by the company; (2) alternative accounting treatments for which the Audit Committee should be aware; and (3) other material written communications with company management, such as any management representation letter or schedule of uncorrected misstatements.

esg governance
  • We have identified key internal stakeholders in various areas throughout the company to contribute their knowledge and expertise in the company ESG efforts.

  • These key internal stakeholders are asked to participate in setting strategies, setting goals, and tracking progress towards achieving those goals.

  • Our ESG captain coordinates the efforts of the key internal stakeholders and works with our chief executive officer to oversee efforts and disclosures.

  • Our chief executive officer and ESG captain update the board of directors no less than annually on company ESG efforts.

  • Contact: esg@overstock.com