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Corporate Governance

As a global firm, we strive to integrate best practices in governance, risk management, ethics, and protection of human rights throughout our value chain.

Material Topics:

  • Business Model Resilience
  • Customer Practices
  • Ethical Corporate Behavior
  • Governance Structures and Mechanism
  • Human Rights
  • Labor Practices
  • Physical and Sociopolitical Risks
  • Sourcing Efficiency & Management
  • Transparency
  • Workforce Management

Board of Directors

We hold ourselves accountable through responsible transparency— and we are guided by our Board of Directors to achieve sustainable, quality growth for the long-term success of the firm and its stakeholders.

Our Board of Directors guides the firm's overall strategic direction and provides oversight of the firm's strategy, risk mitigation, operations, and management. With their diverse backgrounds, ages, and tenures, our directors bring a variety of viewpoints to the table. The Board and Committees guide our ESG strategy and disclosures as follows:

  • Board of Directors:
    Considers ESG matters as part of long-term strategic planning efforts and receives regular briefings on ESG matters from its committees and management
  • Nominating And Corporate Governance Committee:
    Chartered oversight of ESG impact management and reporting
  • Audit Committee:
    Chartered oversight of enterprise risk management, cybersecurity and other security matters, and the firm's Code of Business Ethics and Conduct
  • Compensation, Culture And People Committee
    Chartered oversight of compensation, benefits, and other human capital matters, including Board support for management succession planning

The Board believes management succession planning is one of its most important responsibilities. On an annual basis, in collaboration with the Chief People Officer, the Chair leads the Board in in-depth discussions concerning Chief Executive Officer succession, including in executive session, and the Chief Executive Officer leads the Board in a discussion concerning senior management succession.

Board of Directors at a Glance (FY22)1:

  • 10 of our 11 Board of Directors are independent2
  • Average Board of Director Tenure: 9.2 years
  • Independent Chairman (Dr. Ralph Shrader) and Presiding Board of Director/Independent Lead Board of Director (Mr. Mark E. Gaumond)
  • Chairman and CEO roles are separate
  • The Audit, Compensation, Culture and People, and Nominating and Corporate Governance Committees are 100% independent
  • 73% of our Board of Directors (8 of 11) are Women, Asian, Hispanic, and/or African American and 45% (5 of 11) are Women
  • New members of the Board of Directors are selected in accordance with the criteria set forth in our Corporate Governance Guidelines, including our Board of Directors Diversity Policy
  • We conduct an Annual Board of Directors Performance Assessment
  • Our Board of Directors participates in an annual education session. Previous sessions have addressed ESG topics such as diversity, equity & inclusion
  • The Board of Directors and each of the Audit, Compensation, Culture and People, and Nominating and Corporate Governance committees also perform an annual assessment of their operations and effectiveness and set goals for the future
  1. All data presented in this report regarding the Board of Directors is reflective of the Board's composition and activities at the end of FY22 (March 31, 2022). With the departure of Mr. Ian Fujiyama from the Board in July 2022, its demographic composition changed as well as its size, decreasing from 11 to 10 directors.
  2. For a member of the Board of Directors to be considered independent, the Board of Directors must determine that the director has no material relationship with the Company directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company. This standard is determined by our Corporate Governance Guidelines and applicable NYSE listing standards.