INTRODUCTION PEOPLE COMMUNITY PLANET GOVERNANCE APPENDIX esg governance opportunities, provides insights and guidance, measures Board Oversight of ESG and tracks our progress, and approves any changes to our ESG strategy. The ESG Steering Committee meets Our Board of Directors provides our Company's monthly and reports each quarter to the ESG Sponsor highest level of oversight for our Environment, Social, Committee, which is co-chaired by the CLO and VP of ESG and Governance (ESG) program. The Nominating and and made up of executive-level managers. Together, these Corporate Governance also oversees the development two committees make up our executive leadership over and communication of the Company’s ESG programs, ESG topics. strategies, policies, and practices. The ESG Program is also regularly reviewed by the full Board. Risk Management In 2022, we changed the name of our Compensation Bed Bath & Beyond employs enterprise risk management Committee to the People, Culture and Compensation (ERM) practices designed to identify and assess risks to Committee to reflect the Committee’s increased focus on our business, including sustainability risks, and to develop ESG Governance Principles diversity, equity, and inclusion and human capital matters, strategies to mitigate and manage those risks. Our ERM and updated the Committee’s charter to include oversight risk assessment and related reporting involve cross- Build robust reporting and disclosure of certain culture-related programs, including cultural functional engagement to ensure appropriate prioritization processes to track our progress initiatives and associate engagement activities. and alignment across the Company. These activities, which are overseen by the Company’s Controls, Audit and Continuously improve our internal Creating Strong Accountability for ESG Risk Services team, were refreshed in 2021. The Audit governance framework, embedding In addition to Board oversight, we recently appointed a Committee of our Board receives regular reports on the ESG throughout to ensure strong Vice President of ESG to lead our ESG efforts across the Company’s risks, mitigation efforts and related controls oversight Company. The VP of ESG's primary responsibility is to to manage such risks. The Board is actively involved in drive our ESG strategy and lead governance oversight as it the oversight of the Company’s risks and is committed to Hardwire ESG into the organization and relates to ESG. Reporting to the Executive Vice President, Board-level oversight of the Company’s risk management decision-making to drive more effective Chief Legal Officer and Corporate Secretary (CLO), the activities, which is facilitated through the work of the activation of our ESG vision VP of ESG also updates the Nominating and Corporate Board committees. The Board committees provide regular Elevate a clear and robust set of Governance Committee and Board of Directors on the reports to the Board regarding risk-related matters within business ethics to guide our decisions Company’s ESG progress on a quarterly basis. their responsibilities. and practices Comprised of the VP of ESG and cross-functional senior Please refer to the Risk Oversight section of our latest Transparently communicate with leaders from across the business, the ESG Steering Proxy Statement for more information, which is available on stakeholders to receive feedback and Committee is responsible for the functional management our website. share progress of ESG. This committee assesses ESG risks and Bed Bath & Beyond 2021 ESG Report 32
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