Leading responsibly As a global leader in our industry, we have a responsibility The composition of the Board also mirrors our commitment GXO is focused on building a Board that is to set an example that is beyond reproach. This goes to the to doing business the right way. The Board’s current knowledgeable about ESG issues. The Chair of heart of who we are as a company and as individuals. leadership structure reflects: GXO’s Nominating, Corporate Governance and Our commitment to leading responsibly begins at the • A strong, independent and highly experienced lead Sustainability Committee, Joli Gross, brings extensive top of our organization. independent director with well-defined responsibilities ESG leadership experience. In addition, the Chief that support the Board’s oversight responsibilities Compliance and ESG Officer provides regular updates Our Board to the Board to familiarize Directors with ESG concepts • A robust committee structure consisting of three and trends and potential implications for GXO’s GXO’s Board of Directors oversees the company’s standing committees composed entirely of broader business strategy. management and ensures that appropriate procedures and independent directors with oversight of various types The composition of each committee is reviewed controls are in place covering management’s activities in of risks, including ESG-related risks annually to ensure that members are qualified in operating the company responsibly. • Leaders with deep experience and expertise across accordance with applicable laws, rules and regulations. The Board has adopted Corporate Governance Guidelines the industry and specific topic areas, from a variety that provide a framework for the effective governance of backgrounds of the company. The guidelines address matters such We seek board members with high professional standards as the respective roles and responsibilities of the Board who have our shareholders’ and other stakeholder interests and management, the Board’s leadership structure, the in mind. To that end, we believe it is important to, among responsibilities of the lead independent director and vice other guidelines, limit participation on other companies’ chair, director independence, Board membership criteria, boards and monitor transactions with related parties. Board committees and Board and management evaluation. 64 | 2021 ESG Report ©2022 GXO Logisitcs, Inc. HOME E S G