2021 ESG Report C o ntents Introduction Economic Environment Social Governance GOVERNANCE Board Performance Evaluation Process Director Written 2 interviews evaluation conducted by questionnaire lead independent completed director 1 Though evaluations occur continuously, our directors undergo a thorough annual evaluation process to help ensure that Board and committee oversight remain strong and that the mix of skills and backgrounds on the Board remains appropriate . The evaluation process includes one-on-one discussions between the lead independent director and each other independent director, full Board and committee written evaluations, and follow-up action items. These frank evaluations are an important part of sustainable governance and allow us to identify opportunities to enhance our efectiveness. The NCG Committee, which oversees these Board evaluations, also is responsible for identifying and assessing potential director candidates using established criteria and our Corporate Governance Guidelines . Anonymized Opportunities for results reviewed 4 improvement by NCG identified and Committee and prioritized Board 3 Each director must possess the highest personal and professional ethics and integrity and should be committed to representing the interests of Fifth Third and our stakeholders. Directors must be willing to devote sufcient time to their duties and responsibilities. Directors also must undergo annual ethics training. The NCG Committee carefully considers these and other factors—including judgment, diversity and skills—in determining a mix that best serves the needs of the Board and Fifth Third. We strive to include candidates who refect the diverse markets which we serve when we choose our nominees. In addition, any third-party search frms engaged to assist in the searches for director candidates are required to include candidates with diverse characteristics. Proactive consideration of diverse candidates is an important part of the director recruitment process and is prioritized under our Corporate Governance Guidelines . Action items 6 Action items’ developed and progress implemented monitored 5 Management Our management structure is intended to facilitate leadership that is efective and consistent with our corporate standards, and that promotes a strong corporate culture. We manage our organization on a line of business basis, while also maintaining strong corporate functions and appropriate governance . Our Company’s most senior management body is Enterprise, which is responsible for developing and implementing corporate strategy and managing executive- level operations. ESG updates are provided to Enterprise throughout the year. ESG Committee In 2020, the NCG Committee established the Environmental, Social and Governance Committee with a charter to provide oversight and review of policies, programs, practices, strategies and approach to ESG topics . ESG updates are regularly given to the NCG Committee as well as the Board of Directors. Members of the ESG Committee • Chief Sustainability Ofcer (chair) • Chief Communications Ofcer, Deputy General Council & Board Secretary • Chief Compliance Ofcer; Director of Financial Crimes • Chief Corporate Social Responsibility Ofcer • Chief Fiduciary Ofcer; Director, Business Controls (Wealth & Asset Management) • Chief Financial Ofcer • Chief Inclusion & Diversity Ofcer • Chief Risk Ofcer • Deputy General Counsel (Corporate) • Director, Enterprise & Climate Risk Governance • Head of Commercial Administration • Director, Business Controls (Consumer) • Chief Human Resources Ofcer • Director of Investor Relations • Chief Audit Executive (non-voting member) CONTINUED 83
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