Board of Directors onmental The Board remains focused on regular enhancement of its composition, oversight, and governance practices, and on Board succession planning to enable it to continue to oversee the company and its business e昀昀ectively. Envir Wells Fargo's Board has adopted Corporate Governance Guidelines (PDF), which provide the framework for the governance of the Board and the company, including maintaining the independence of a signi昀椀cant majority of the directors on the Board, and all members of the Audit, Governance and Nominating, Human Resources, and Risk Committees. Additionally, the Board adopted the Director Independence Standards, which are appended to the Corporate Governance Guidelines. These Director Independence Standards consist of the New York Stock Social Exchange’s “bright line” standards of independence, as well as additional standards. Over the past few years, the Board has undergone signi昀椀cant refreshment to enhance the 昀椀nancial services, regulatory, 昀椀nancial reporting, business operations, and corporate governance skills and experiences represented on the Board. The Board’s current composition is a result of a thoughtful process informed by the Board’s own evaluation of its composition and e昀昀ectiveness, and feedback received from shareholders and other stakeholders. 1 Board diversity Unit 2020 2021 2022 ernance v 2 Executive directors # of directors 1 1 1 Go Independent directors³ # of directors (%) 11 of 12 (92) 11 of 12 (92) 13 of 14 (93) Total number of directors³ # of directors 12 12 14 Average tenure of independent directors # of years 2.6 2.4 3.5 Women on Board of Directors # of directors (%) 3 of 12 (25) 3 of 12 (25) 5 of 14 (36) Racial/ethnic diversity on Board of Directors # of directors (%) 3 of 12 (25) 3 of 12 (25) 4 of 14 (29) Directors with ESG quali昀椀cations/experience # of directors (%) 1 of 12 (8) 1 of 12 (8) 4 of 14 (29) Directors with 昀椀nancial services risk expertise # of directors (%) 5 of 12 (42) 5 of 12 (42) 6 of 14 (43) Notes 1. Data regarding board diversity relates to directors included in Wells Fargo & Company’s Proxy Statement for the respective year. 2. Executive directors are employees of the company serving in an executive function (for example, CEO) who also serve on its Board of Directors. 3. Independent directors are determined under the company’s Director Independence Standards, which are appended to the company’s Corporate Governance Guidelines. These Director Independence Standards consist of the NYSE’s “bright line” standards of independence, as well as additional standards known as categorical standards of independence, adopted by the company’s Board of Directors. References Corporate Governance Guidelines (PDF) 43 Environmental, Social, and Governance Report 2022
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