Good Governance

Board Leadership and Oversight

Strong leadership and effective oversight have remained of critical importance as companies navigate ongoing uncertainty and volatility, greater external scrutiny and heightened expectations of their role in addressing many of society’s most significant challenges. Our commitment to and guiding principles for strong governance continue to provide an important foundation for our Company as we navigate these challenges and respond to new opportunities.

The key principles and practices we follow include:

• Fully independent Board Committees
• Annual assessment and determination of the Board’s leadership structure
• Election of a Lead Director, with significant governance responsibilities if the Chairman/CEO roles are combined
• Annual review of the Company’s key legal and compliance risks, including mitigation strategies and compliance priorities, and review of the conclusions and recommendations generated by the Company’s Enterprise Risk Management (ERM) process
• Significant Director interaction with senior business leaders, both in business and operations reviews and in oversight of succession planning
• Board review of and engagement in key aspects of ESG, including our Environmental sustainability strategy and progress, efforts to promote Equality & Inclusion within the Company and in society broadly, and work to make a positive Community Impact through providing disaster relief and other critical humanitarian support

We describe these and other practices in the Governance section of our ESG Portal, in our Corporate Governance Guidelines and in each Committee’s charter.