0 Introduction Environmental Social Governance Indexes and Glossary Governance Overview Inside Governance Operating Ethically Promoting and Protecting Human Rights Operating Ethically Managing ESG issues At the management level, our ESG-related activities are led and coordinated by our Senior Vice President, Corporate Responsibility, who regularly engages with our Board of Directors and its Governance & Sustainability Committee. The Senior Vice President, Corporate Responsibility, is responsible for: • Conducting regular priority assessments to determine the topics of most significance to our stakeholders. • Collaborating with other members of management to instill ESG-related priorities into our business operations, including product design and development, sourcing and supply chain operations, human capital management and our new store development. • Developing ESG-related goals and managing our ESG data, measurement and reporting. In September 2021, the Board revised its committee structure and charters to clarify and enhance its approach to oversight of risk and ESG matters by reallocating to its committees oversight responsibility for those topics that fall within their respective functions and related responsibilities. The revised structure and charters for the committees were guided by our prior Board and committee self-evaluations, the evolving needs of our business and consideration of external trends in corporate governance. In addition, we believe the changes appropriately reflect how companies are adjusting to current expectations of Board oversight of ESG matters. In 2022, we continued to invest resources into growing our transparency and reporting around ESG matters through the creation of an ESG team within corporate responsibility. Board composition and diversity The criteria the Board follows in determining the composition of the Board are as follows: • Directors are to have broad perspective, experience, knowledge and independent judgment. • The Board as a whole should consist predominantly of persons with strong business backgrounds that span multiple industries. • The Board does not have a specific policy regarding consideration of gender, ethnic or other diversity criteria in identifying director candidates, but understands the value of diversity, equity and inclusion (DE&I) and has a strong history of gender and racial/ethnic diversity on the Board. Responsible party Oversight areas for ESG matters Board • Sustainability and ESG strategy (through oversight of our business strategy and annual strategic priorities) • Top ESG risks • Reputation management • Crisis management and response • Organizational team health Audit & Risk Committee • Compliance and ethics • Supply chain ESG, including vendor human capital and responsible sourcing practices • Cybersecurity and information security • Privacy • Product and food safety Governance & Sustainability Committee Compensation & Human Capital Management Committee • Overall approach to significant sustainability and ESG matters (including strategy, prioritization, monitoring and external reporting) • Environmental stewardship practices (including climate and energy, waste, natural resources and chemicals) • Social and political issues and risks not allocated to other committees • Philanthropy and community engagement • Policies and practices regarding public policy and political activities • DE&I • Culture and employee engagement • Pay equity • Broad-based compensation and benefits • Growth and development • Purpose and values As of January 29, 2022, 38% of Board members were female, while 31% were racially or ethnically diverse. Read more about the gender and racial/ethnic diversity of our workforce, managers and Board of Directors online. Find out more about our corporate governance practices and our Board of Directors in our 2022 Proxy Statement . 2022 Target ESG Report 56
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