19 Corporate Governance We are committed to effective corporate governance, adhering to the highest ethical standards and acting as a responsible member of our communities. Our business is managed under the direction of our Board of Directors, which has responsibility for establishing broad corporate policies and for our overall performance. As of March 1, 2022, our Board is made up of 10 Directors who have been nominated based on their skills, experiences, backgrounds and the needs of the Board and our Company. Every Director must stand for election annually. At all times, a majority of the Board of Directors must meet the criteria for independence established by applicable laws and regulations and the New York Stock Exchange. All of our Directors, except our Chairman, President and Chief Executive Officer, are independent. Directors are recruited to strengthen the Board’s diversity and ensure that the Board reflects and understands the diverse perspectives of Zimmer Biomet’s stakeholders around the globe. Three of our ten Directors (30%) are women, three (30%) are ethnically diverse, one (10%) identifies as LGBTQ+, and four (40%) were born outside the United States. Additionally, of our four Board committees, one (25%) is chaired by a woman. The Board recognizes the importance of having a strong independent Board leadership structure to ensure accountability. Accordingly, our Corporate Governance Guidelines provide for the appointment of a Lead Independent Director when the Chairman is not independent. The Board believes that a Lead Independent Director is an integral part of our Board structure and facilitates the effective performance of the Board in its role of providing governance and oversight. Among other duties and responsibilities, the Lead Independent Director convenes and presides at meetings of the independent Directors, including executive sessions of the independent Directors held in conjunction with each regularly scheduled Board meeting, reviews and provides input on meeting agendas for the Board and its committees, and provides feedback on the flow of information from management to the Board. The Lead Independent Director is also available, as appropriate, for direct communication with shareholders. Zimmer Biomet has developed risk management processes designed to promote long-term shareholder value with oversight by the Board of Directors. Sustainability topics are incorporated into our risk management processes, and various executive leadership team members have responsibility for implementing processes designed to identify, evaluate, mitigate and monitor risks. Reviews of key risks occur at regularly scheduled meetings of the Board of Directors and its committees. The Board executes its oversight responsibility for risk management directly and through its committees: Audit Committee Oversight Areas: • The integrity of our financial statements • The performance of our Internal Audit function • Our compliance with legal and regulatory requirements • Our Corporate Compliance Program • Privacy, data security, business continuity and cybersecurity-related risk exposures Compensation and Management Development Committee Oversight Areas: • The compensation of our senior executives • Our incentive and equity-based compensation plans and programs • Senior management talent and development plans (in conjunction with the full Board) • Our policies and strategies relating to human capital management (in conjunction with the full Board) GOVERNANCE