Corporate Governance Amazon’s Board of Directors is responsible for the control and direction of Amazon. The Board represents the shareholders, and its primary purpose is to build long-term shareholder value. Board Leadership and Risk Oversight Amazon’s Board of Directors regularly reviews reports on various aspects of our business, including related risks and the strategies for addressing them. While the entire Board has overall responsibility for risk oversight, the Board has delegated responsibility for certain risks to its committees. The Nominating and Corporate Governance Committee oversees management of risks related to our environmental, sustainability, and corporate social responsibility practices, including risks related to our operations and our supply chain. The Leadership Development and Compensation Committee oversees management of risks related to succession planning, compensation for our executive officers, and our overall compensation program, including our equity-based compensation plans, as well as risks related to other human capital management matters, including workplace safety, culture, diversity, discrimination, and harassment. The Audit Committee oversees management of risks related to our financial statements and financial reporting process, business continuity, and operational risks, the qualifications, independence, and performance of our independent auditors, the performance of our internal audit function, legal and regulatory matters, and our compliance policies and procedures. Board and Committee Engagement in 2021 The Board meets regularly during the year, holds special meetings, and acts by unanimous written consent whenever circumstances require. During 2021, there were five meetings of the Board. In addition, the Board participated in regularly scheduled teleconference discussions on various topics, generally on a monthly basis. The Nominating and Corporate Governance Committee held four formal meetings during 2021 and reviewed matters that included: • The Board’s composition, diversity, and skills in the context of identifying and evaluating new director candidates to join the Board • The Board’s recruitment and self-evaluation processes • Board compensation • Board Committee membership and qualifications • Consideration of Amazon’s policies and initiatives regarding the environment and sustainability, corporate social responsibility, and corporate governance • Feedback from shareholder engagement The Leadership Development and Compensation Committee held six formal meetings during 2021 and reviewed matters that included: • Design, amounts, and effectiveness of Amazon’s compensation for senior executives • Management succession planning • Our benefit and compensation programs • Our human resources programs, including review of workplace discrimination and harassment reports, worker safety and workplace conditions, and diversity, equity, and inclusion matters • Feedback from shareholder engagement The Audit Committee held seven formal meetings during 2021 and reviewed matters that included: • Our risk assessment and compliance functions • Data privacy and security 3 • Public policy expenditures • Treasury and investment matters • Tax matters • Accounting industry issues • The performance of our internal audit function • The reappointment of our independent auditor • Pending litigation Learn more about our committee charters on our Investor Relations website . 3 As of 2022, an ad hoc committee of the Board receives reports from management and reports to the Board at least annually on data protection and cybersecurity matters. Learn more on page 77 . 2021 Sustainability Report Introduction I Environment I Society I Governance I Appendix 75