Page 14 - 2023 Sustainability Report

COMPANY OVERVIEW

Corporate Governance Highlights

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

• 9 of 10 Directors are independent • Annual election of Directors

• 4 of our 2024 Director Nominees are women • Majority voting for uncontested Director elections
comprising 44% of our independent directors • Proxy access right for shareholders

• 2 of our Directors are ethnically diverse • No poison pill
• Significant Board refreshment with 8 new directors in • Disclosure of governance processes implemented by the
the past 9 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- shareholders and is proactive to
assessments
understand their perspectives
• Board access to management and employees
• Proactive, year-round engagement with shareholders
• Overboarding, anti-hedging and stock ownership policies
• 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
Our shareholders are entitled to voting
• Annual review of Board leadership structure
rights in proportion to their economic
• Independent chairs of Board committees interest

• Only one Director is a Company employee
• One class of voting stock
Our Board has developed a management • One share, one vote standard
compensation structure that is aligned
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
• In 2023, our Management Development and
Compensation Committee tied a component of short
term incentive compensation to safety and ESG metrics.

12 2023 SUSTAINABILITY REPORT