Governance Highlights

Our Board of Directors is committed to sound governance practices, including the following:

Board Independence

Seven of our eight Board members are independent

Our CEO is our only management director

Board Composition

All Board members are elected annually

The Board regularly assesses and evaluates its performance and the performance of its committees

The Nominating & Corporate Governance Committee leads the full Board in considering Board competencies in light of Company strategy

29% of our Board nominees are female

Board Committees

We have three committees — Audit; Compensation & Talent Development; and Nominating & Corporate Governance

All committees are composed entirely of independent directors

Leadership Structure

Our Board has a lead independent director that works closely with our Chairman, CEO and President in fulfilling responsibilities and duties

Among other duties, our lead independent director chairs executive sessions of the independent directors

Environmental, Social & Governance Oversight

Our Nominating & Corporate Governance Committee oversees our Environmental, Social & Governance (ESG) Program

Risk Oversight

Our Board is responsible for enterprise risk oversight and has designated committees with specific oversight of certain key risks

Our Audit Committee oversees administration of the Company’s Enterprise Risk Management (ERM) Program for the assessment and mitigation of key risks

Open Communication

We encourage open communication and strong working relationships among the lead independent director, Chairman and other directors

Our directors have direct access to management and employees

Stock Ownership

Our directors and executive officers are subject to robust stock ownership requirements