FY21 ESG Disclosures July 2022 Unaudited 54 also facilitates communications and relations with other members of senior leadership. The Board also believes that having Mr. Demetriou serve as Chair of the Board is advantageous to the Company when working with clients in certain areas of the world in which the title of Chair is significant. Because the Jacobs Board believes that strong independent leadership is a critical aspect of effective corporate governance, the Board has established the position of Lead Independent Director. The Board believes that a Lead Independent Director, who has the responsibilities set forth in the Company’s Corporate Governance Guidelines, provides independent leadership, oversight and benefits for the Company and Board that would be provided by an independent Chair. The current standing committees of the Board are Audit, ESG and Risk, Human Resource and Compensation, and Nominating and Corporate Governance. The members of these committees consist only of independent directors. The Board may form and disband new temporary or permanent committees as it deems appropriate, depending upon circumstances from time to time. GOV.4 Board Composition and Diversity Effective January 25, 2022, the Board consists of 10 directors. In addition to our Chair of the Board and CEO, the Board is comprised of 9 independent directors. Although the role of our Chair of the Board and CEO is combined, a Lead Independent Director has also been appointed. Our definition of “independent” is detailed under “Guidelines for Determining Director Independence,” on page 2 of Jacobs Corporate Governance Guidelines . The definition provides that it is expected that Board members (in that role) will exercise diligently and in good faith their independent judgment in the best interests of the Company and its shareholders as a whole, notwithstanding their other activities or affiliations. No director qualifies as “independent” unless the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company). The representation of board members who are ethnically diverse or female is 50%. Of our 10 directors, 3 are female and 4 are racially and ethnically diverse. 50% of our directors are new since 2019. Additionally, our Corporate Governance Guidelines expressly require that diversity factors, such as gender, race, ethnicity, country of origin, nationality, or cultural background be considered in the board nomination process. As stated in our 2022 Proxy Statement under “Board Composition”, the Board believes it should encompass individuals with diverse backgrounds and perspectives. In accordance with these Guidelines, the Nominating and Corporate Governance Committee considers the diversity of viewpoints, backgrounds, experiences and other demographics in evaluating and considering potential director candidates. Diversity is an important consideration in the director nomination process because the Board believes that people of broad diversity including, but not limited to, different genders, experiences, ages, races and ethnic backgrounds and military experience can contribute different, useful perspectives while collaborating effectively to further the Company’s mission. GOV.5 Board Nominations and Conflict of Interest Once potential director candidates are identified, including any candidates nominated by shareholders, the Chair of the Nominating and Corporate Governance Committee, the Lead Independent Director and the Chair of the Board and CEO shall review the backgrounds of those candidates with the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is then responsible for recommending a selection of director nominees to the Board. It is the Board’s responsibility to nominate and, in certain circumstances (such as to fill vacancies that may occur on the Board), to elect directors in consultation with the Nominating and Corporate Governance Committee. Directors are expected to avoid any action, position or interest that conflicts with the interests of the Company or gives the appearance of a conflict of interest. If an actual or potential conflict of interest develops because of a change in the business operations of the Company, or in a director’s circumstances,
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