Corporate Governance Fostering Good Corporate Governance Doing it the right way and building public trust in our company takes good leadership. Two important bodies of T-Mobile’s governance and management structure are our Board of Directors and our Senior Leadership Team. Our Board of Directors is made up of dynamic and experienced leaders from across industries who provide counsel and direction to promote our long-term success. The full Board has overall responsibility for risk oversight and is supported by key committees with delegated risk oversight responsibility for certain topics. We provide orientation to our directors to give them f amiliarity with the company’s business, industry, and corporate governance practices and policies. Additionally, we make available to the directors continuing education programs that enable them to update and gain new skills in areas including important ESG topics, such as cybersecurity, and the evolving regulatory landscape. Our Board of Directors has adopted our Code of Business C onduct as well as our Code of Ethics for Senior Financial Officers, which is applicable to our CEO, Chief Financial Officer, Chief Accounting Officer, Treasurer, and Controller. Board Independence and ESG Oversight Since Deutsche Telekom controls more than a majority of t he outstanding shares of our common stock, we are deemed a “controlled company” under the NASDAQ Stock Market LLC rules. These rules exempt “controlled companies,” like us, from certain corporate governance requirements, including certain Board and committee independence requirements. Nevertheless, each of the Audit Committee, the C ompensation Committee, and the Nominating and Corporate Governance Committee of the Board is chaired by independent directors, with the Audit Committee consisting of all independent directors. The Compensation Committee has also retained Mercer (a wholly owned subsidiary of Marsh & McLennan Companies, Inc.), a well-recognized employee benefits and compensation consulting firm, as its independent compensation consultant. In addition, our Board has chosen to appoint a lead independent director. To promote oversight of critical ESG issues, risks, c ompliance, and progress on initiatives, T-Mobile executives report updates to the Audit Committee and Nominating and Corporate Governance Committee. BOARD DIVERSIT * 50% identify as women and/or members of traditionally underrepresented racial/ethnic groups 28.6% identify as women 28.6% identify as members of a traditionally underrepresented racial/ethnic group The Audit Committee receives quarterly enterprise-wide risk assessment reporting, which includes risks relating to cybersecurity and privacy, business continuity, annual fraud risk assessment, and SOX and Internal Audit reporting or assessments from management and our internal audit lead. The Audit Committee is also apprised of any significant issues identified as a result of our Enterprise Risk and Compliance assessments. The Nominating and Corporate Governance Committee r eceives quarterly briefings on progress, updates, and initiatives related to key ESG topics such as cybersecurity and data privacy, political contributions, philanthropic giving, and environmental sustainability. See our Governance Documents for more information. Board Diversity We understand diversity, inclusive of gender, race, and e xperience, is a critical attribute of a well-functioning Board of Directors and a measure of sound corporate governance. Our director selection guidelines define diversity broadly to include factors such as gender and race, as well as age, ethnicity, geographic, cultural, and professional diversity. The composition of the Board has continued to evolve. A s of December 31, 2021, 50% (7 out of 14) of our Board of Directors identify as women and/or members of traditionally underrepresented racial/ethnic groups. In addition to our Board of Directors, we have an e xperienced Senior Leadership Team. As of December 31, 2021, our leadership consisted of 17 executives with 41% identifying as women or members of traditionally underrepresented racial/ethnic groups. Learn more about our executives and directors . Y *All data points relating to the T-Mobile Board of Directors are as of December 31, 2021. T-Mobile Board Governance Highlights Separation of Chairman and Chief Executive Officer Roles Stockholder Right to Call Special Meeting a nd Act by Written Consent Lead Independent Director Independent Chairs of the Audit, C ompensation, and Nominating and Corporate Governance Committees Executive Compensation Driven by P ay for Performance 2021 CORPORATE RESPONSIBILITY REPORT OUR PEOPLE OUR C OMMUNITIES THE NUMBERS A ND SMALL PRINT 18 OUR COMPANY THE ENVIRONMENT OUR GOVERNANCE
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