Page 13 - 2022 Sustainability Report

COMPANY OVERVIEW

Corporate Governance Highlights

Our Board adopted practices that Our Board is accountable to our
enhance its effectiveness shareholders

• 10 of 11 Directors are independent • Annual election of Directors
• 3 of our Directors are women comprising 30% of our • Majority voting for uncontested Director elections
independent directors
• Proxy access right for shareholders
• 3 of our Directors are ethnically diverse
• No poison pill
• Significant Board refreshment with 7 new directors in
• Disclosure of governance processes implemented by the
the past 7 years
Board and its committees
• Directors reflect a diverse mix of skills and experience
Our Board is responsive to our
• Annual Board, committee and individual self-
assessments shareholders and is proactive to
understand their perspectives
• Board access to management and employees
• Overboarding, anti-hedging and stock ownership policies • Proactive, year-round engagement with shareholders
• Engagement topics include Board refreshment,
Our Board has strong, independent environmental, social and governance (ESG) matters,
leadership management compensation, and Board and

management diversity
• Independent Lead Director
• Annual review of Board leadership structure Our shareholders are entitled to voting
• Independent chairs of Board committees rights in proportion to their economic
• Only one Director is a Company employee interest

• One class of voting stock
Our Board has developed a management
compensation structure that is aligned • One share, one vote standard
with the long-term strategy of the
Company

• Compensation programs reviewed to include short-and
long-term goals tied to the long-range plan attract,
retain, incentivize and reward excellent performance

Our Chattanooga Quarry
Chattanooga, Tennessee

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