17 Board diversity While our Board doesn’t have a specific policy on diversity, the Board’s Corporate Governance Guidelines (PDF) and the GNC’s charter (PDF) specify that the Board and the GNC incorporate a broad view of diversity into its director nomination process . The GNC considers the current composition of the Board in light of the diverse communities and geographies we serve and the interplay of a first-time director candidate’s or director nominee’s experience, education, skills, background, gender, race, ethnicity, and other qualities and attributes with those of other Board members . The GNC incorporates this broad view of diversity, in addition to having a diverse candidate pool for each director search the Board undertakes, when evaluating and recommending director nominees to serve on our Board so that our Board’s composition as a whole appropriately reflects the current and anticipated needs of our Board and our company . Board committees The Board carries out its risk oversight responsibilities directly and through the work of each of its standing committees . All of these committees report to the full Board about committee activities, including risk oversight matters, and are composed solely of independent directors . Each Board committee has defined authority and responsibilities under its charter for primary oversight of specific risks and works closely with management to understand and oversee our company’s key risk exposures . The Board has six standing committees: Audit; Corporate Responsibility; Finance; Governance and Nominating; Human Resources; and Risk . Each standing Board committee’s charter is available on our website . The Board appoints the members and chair of each committee based on the GNC’s recommendation . Select governance practices and shareholder rights Wells Fargo has a demonstrated track record of responsiveness to shareholders and other stakeholders . As reflected below, our by-laws and other corporate governance documents contain provisions that we believe reflect sound and effective corporate governance principles and practices, including provisions that are reflective of and have enhanced shareholder rights . Governance practices include: • Independent Board Chair with clearly defined authority and responsibilities • Robust shareholder engagement program with independent director participation • Each share of our common stock is entitled to one vote • No “poison pill” • “Overboarding” policy that limits the number of public company boards on which our directors may serve (a director who is the CEO of a public company may not serve on more than three total public company boards, and other directors may not serve on more than four total public company boards, including Wells Fargo) • All standing Board committees consist solely of independent directors • Strong executive compensation clawback and forfeiture policies, including reduction or forfeiture of equity awards if the company or the executive’s business group suffers a material failure of risk management • Robust stock ownership and retention policies for our executive officers and nonemployee directors