Corporate Governance

Our Board of Directors and Board committees have responsibility for strategic oversight of all company activities around the world, including sustainability. We provide a full description of our Board structure, including Board member biographies, in the Corporate Governance section of our website. We require more than 50 percent of our Board members to be independent as defined by the New York Stock Exchange and US Securities and Exchange Commission. In 2018, eight of our ten directors met this criterion.

The Board’s four committees have responsibility over various key aspects of our business and include the Audit Committee, Compensation, Benefits and Stock Option Committee, and Corporate Governance and Nominating Committee.  In July 2018, our former Environment, Health and Safety Committee was reorganized into the Safety, Sustainability and Corporate Responsibility Committee to further align its primary responsibilities with the executive-level Sustainability and Corporate Responsibility Committee and refine the focus of the committee. Charters for these committees are publicly available on the Corporate Governance page of our website. 

We continue to focus on the importance of Board refreshment. In May 2018 we added Barbara J. Duganier to the Board, bringing financial expertise along with extensive leadership and cybersecurity experience. In addition, the Board undertook an evaluation process to identify the skills needed to enhance the strategic direction of the Board. Using these findings, we engaged an independent director search firm to help identify prospective director candidates.

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