Page 7 - 2019 Sustainability Report
P. 7

BOARD WITH DIVERSE SKILLS                                  CORPORATE GOVERNANCE
          AND EXPERIENCE                                             HIGHLIGHTS

          As of December 31, 2019
                                                                          ♦  Directors elected annually to serve
                                                                          one-year terms


                                  of directors
          90% are independent                                             ♦  Adopted proxy access



          64.4                    years                                   ♦  Established robust stock ownership
                                                                          guidelines for officers and directors

                                  average director age
                                                                          ♦  Eliminated excise tax gross-up,
                                                                          walk-right and value of perquisites in
                                                                          the severance calculation in Employment
          6.8               years
                                                                          Protection Agreements


                                                                          ♦
                            average director tenure
                                                                          Eliminated single-trigger vesting in equity
                                                                          award agreements for grants beginning in
                                                                          2019


                                                                          ♦  Implemented hedging and pledging policy
                                  of directors are
          40% women or minorities
                                                                          ♦  Adopted clawback policy



                                                                          ♦
                                  of directors are                        Added five new Board members since 2016
                                  current or former
          50% public company CEOs





























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