Corporate Governance

OUR COMMITMENT 

The practices that illustrate our commitment include, but are not limited to:

• Our Board of Directors is currently comprised of eleven Directors, ten of whom are independent, non-employee Directors.
• Our Board of Directors is elected on an annual basis with a majority vote standard
• Four of our eleven Board members are female, while 55% represent gender and ethnically diverse populations
• Our Directors conduct annual self-evaluations and participate in orientation and continuing education programs
• Our Board adopted Corporate Governance Guidelines that among other things sets forth considerations for directors and nominees. Annually the Nominating / Corporate Governance Committee reviews each candidate’s  (i) business and professional background, including any changes, (ii) contributions to the Board, (iii) skill sets and expertise, (iv) understanding of applicable laws and regulations and other elements thought to be relevant to the success of the Company, (v) time constraints including other board service and leadership positions, (vi) tenure with the Board, and (vii) diversity of background. All members of the Board are currently in compliance with the Company’s outside directorship policy within the Corporate Governance Guidelines.
• An Enterprise Risk Management evaluation is conducted annually to identify and assess company risk, including climate-related risks
• Our Board is briefed on ESG performance and plays an active role in assessing risks and identifying opportunities for building a more resilient portfolio
• Our Board’s Compensation and Talent Committee works with independent consultants to conduct annual compensation reviews for our key executives. Each executive’s compensation plan is primarily based on reaching specific performance metrics that are tied to the success of the company. We annually submit “say-on-pay” advisory votes for shareholder consideration and vote. This committee is comprised of four independent Directors
• Our Board’s Nominating and Corporate Governance Committee is responsible for the effective composition and operation of our Board, including structure, membership, and refreshment. This committee is comprised of four independent Directors who play an active role in managing corporate governance and reputational risk for the company
• Our Board’s Audit Committee oversees the integrity of our financial statements and compliance with legal and regulatory requirements. This committee selects and oversees our independent registered public accounting firm. It is comprised of three independent Directors, two of which qualify as financial experts

BUSINESS ETHICS

We are committed to conducting our business according to the highest ethical standards and upholding our corporate responsibilities as a public company operating for the benefit of our shareholders. Our Board of Directors has adopted a Code of Business Ethics that applies to our directors, officers, and other team members. It was formed to codify and formalize certain of our long-standing policies and principles that help ensure our business is conducted in accordance with the highest standards of moral and ethical behavior. The Code of Business Ethics includes our commitment to dealing fairly with all of our customers, service providers, suppliers, and competitors. We conduct annual training with our employees regarding ethical behavior and require all employees to acknowledge the terms of, and abide by, our Code of Business Ethics.

We are also committed to a harassment-free workplace, expecting every employee to behave professionally and respectfully. Our employees have access to members of our Board of Directors to report anonymously, if desired, any suspicion of misconduct by any member of our senior management or executive team. The company will not tolerate any form of retaliation against a team member for engaging in a complaint made in good faith. Anonymous reporting is always available through the company’s whistleblower hotline which is tested annually and reported to our Audit Committee quarterly.

We operate in compliance with the U.S. Foreign Corrupt Practices Act (FCPA) and as such, have adopted an Anti-Corruption & Foreign Trade Control Policy as well as an Anti-Money Laundering & Anti-Terrorist Financing Policy. These policies prohibit team members and third parties acting on behalf of our company from corruptly paying, offering, promising, authorizing, taking, soliciting, or accepting for personal benefit, any bribe, kickback, illicit payment, or advantage, in money or in any kind, to or from any foreign official or to or from any other person or entity, including terrorist-related groups. Team members are required to notify our General Counsel if they know of or suspect any possible violation.

We have an internal audit function that evaluates compliance with such policies and procedures.

BOARD COMMITTEES

The following chart denotes which committee(s) the board members are members of and if they are a Chair of that committee.

Board Members	Audit	Compensation and Talent	Nominating/Corporate Governance
Michael D. McKee
Priscilla Almodovar
Jacqueline Brady
A. Larry Chapman
Reginald H. Gilyard
Mary Hogan Preusse
Priya Cherian Huskins
Jeff A. Jacobson
Gerardo I. Lopez
Gregory T. McLaughlin
Sumit Roy

Chair

Member

Non-Executive Chairman of the Board

President & Chief Executive Officer

CORPORATE GOVERNANCE DOCUMENTS

Corporate Governance Guidelines
Code of Business Ethics
Corporate Bylaws
Articles of Incorporation and its Amendments
UK Tax Policy

BOARD COMMITTEE CHARTERS

Nominating/Corporate Governance Committee Charter
Audit Committee Charter                                                                                                                                                                                                  Compensation and Talent Committee Charter