Corporate Governance

Board Structure and Governance

• All of our director nominees are independent, except for our CEO. All of our standing Board committees are 100% independent.
• We have an independent Chairman of the Board and separate Chief Executive Officer.
• Our directors are elected annually based on a majority voting standard for uncontested elections. We have a resignation policy if a director fails to receive a majority of votes cast.
• All of our directors attended 100% of Board and committee meetings in 2018.
• Our non-management directors meet in executive session, without management present, following each regularly scheduled meeting.
• Annual Board and committee self assessments and peer evaluations monitor the performance and effectiveness of the Board and its committees and directors.
• The Chairman of the Board and chair of the governance committee lead an active process to regularly assess Board composition and attributes and consider succession planning.
• We consider diversity of background, including experience and skills, as well as personal characteristics such as race, gender and age, in identifying nominees for director and incorporate recruitment protocols in our candidate searches that seek to identify candidates with these diversity characteristics. Six new independent directors have joined our Board over the last five years. In addition to impeccable experience and skills background, four have diverse personal characteristics of gender, race, or national origin.
• Board plays an active role in reviewing and approving our strategy, and in measuring our ability to successfully execute it.
• Diligent Board oversight of risk management, including climate change, is a cornerstone of the company’s risk management program.

Stock Ownership

• We have strong stock ownership guidelines for our executive officers and directors.
• We prohibit hedging and pledging of our common stock by directors and executive officers.
• We have a robust clawback policy covering incentive awards.

Corporate Responsibility

• Our ethics program includes a strong Code of Corporate Conduct for all of our directors, officers and employees.
• We discuss Corporate Responsibility on our website and in our Corporate Sustainability Report, including our values and “Do It Right” culture, our commitment to our stakeholders and communities, and strong corporate commitment to respect the dignity and human rights of others.
• We provide disclosure of charitable contributions and corporate political contributions and trade association dues in semiannual reports.

Shareholder Rights

• Eligible shareholders can utilize the proxy access provisions of our bylaws to include their own nominees for director in our proxy materials along with Board-nominated candidates.
• We do not have a shareholder rights plan, or poison pill. Our Board has adopted a policy whereby any
• rights plan adopted without shareholder approval must be submitted to shareholders for ratification, or the plan must expire, within one year of such adoption.
• Our shareholders have the right to call a special meeting of shareholders.
• All supermajority voting provisions have been eliminated from our certificate of incorporation and our bylaws.