Our governance structure is based on the principle that each line of business is responsible for managing risks inherent in the business with appropriate oversight from our senior management and the Board of Directors. Other highlights of our corporate governance program include:
- A risk-aware culture overseen by a separate Risk Oversight Committee.
- Significant shareholder ownership requirements for Executives and the Board.
- Longstanding commitment to sustainability.
- Annual Board, committee, and director performance evaluations.
- Director education and access to experts.
- Annual election of directors with majority voting standard.
- Shareholders have proxy access with market standard conditions for director nominations.
- No supermajority voting requirements.
- Shareholder right to call special meetings.
With the exception of our CEO, 10 directors are independent, and an independent nonexecutive director chairs the Board; executive sessions of directors are held at all in-person Board meetings. To carry out its responsibilities, the Board has several committees and related charters that develop policies and provide oversight on important corporate governance issues. These committees include:
- Audit Committee
- Compensation and Leadership Development Committee
- Nominating and Governance Committee
- Risk Oversight Committee
