CORP CRR 2024 8.5x11 v10 - Flipbook - Page 56
2 0 2 4 CO R P O RATE RESI LIENCY REPORT
GOVERNANCE AT-A-GLANCE
As part of the strategic planning process, the Board of Directors periodically evaluates internal attributes and external
threats that could hinder us from achieving our strategic goals and adversely affect the long-term outlook for our stockholders.
By overseeing management’s overall processes, the Board can help identify and mitigate enterprise risks and capitalize on
strategic opportunities.
Responsible for monitoring our company’s overall resiliency, the Board evaluates our performance regarding environmental,
social and governance issues. The Investment Committee oversees Environmental and Climate risks. The Audit Committee is
responsible for overseeing management’s risk assessment and risk management processes designed to monitor and control
financial risk exposures, including cybersecurity risk. The Compensation and Governance Committee oversees our social pillar
and is responsible for ensuring our compensation policies and practices do not create risks that are reasonably likely to have a
material adverse effect on our company. The Board and its committees periodically meet and communicate with our executive
officers as appropriate in the Board’s consideration of matters submitted for approval and risks associated with such matters.
GOVERNANCE HIGHLIGHTS
• Directors serve one-year terms
• Majority vote director resignation policy
• Vigorous cash and equity clawback policy
• No employment contracts
• Double trigger change-in-controls contracts
• No poison pill
• 88% independent directors
• Shareholders can amend bylaws
BOARD OF DIRECTORS
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• Shareholder-aligned compensation philosophy
• Anti-hedging and anti-pledging policy
• No related party transactions
• Simple corporate structure
• Ethical business conduct
• Leadership development
• Coworker engagement
