BOARDOFDIRECTORSINFORMATION Recent Focus Areas During the past year, the Audit Committee met with management and reviewed matters that included: • the Company’s risk assessment and compliance functions; • data privacy and security; • public policy expenditures; • treasury and investment matters; • tax matters; • accounting industry issues; • the performance of our internal audit function; • the reappointment of our independent auditor; and • pending litigation. TheAuditCommitteeannuallyreviewstheCompany’sU.S.Political Engagement Policy and Statement and a report on the Company’spublic policy expenditures. The Audit Committee also met with the auditors to review the scope and results of the auditor’s annual audit and quarterly reviews of the Company’s financial statements. Leadership Development and Compensation Committee TheLeadership Development and Compensation Committee evaluates our programs and practices relating to talent and leadership development, reviews and establishes compensation of the Company’s executive officers, oversees management of risks for succession planning and our overall compensation program, including our equity-based compensation plans, andoverseestheCompany’sstrategiesandpoliciesrelatedtohumancapitalmanagement,allwithaviewtowardsmaximizing long-term shareholder value. The Committee may engage compensation consultants but did not do so in 2021, and during 2021 reviewed and discussed peer company compensation benchmarking and surveys prepared by management andbyaconsultingfirmhired by managementtoprovidesurveydata. The Committee oversees the Company’s Code of Business Conduct and Ethics with respect to compliance with, and reports pursuant to, the Company’s workplace non- discrimination and anti-harassment policies. Additional information on the Committee’s processes and procedures for considering and determining executive compensation is contained in the “Compensation Discussion and Analysis” section of this Proxy Statement. Recent Focus Areas During the past year, the Leadership Development and Compensation Committee met with management and reviewed matters that included: • the design, amounts, and effectiveness of the Company’s compensation of senior executives; • managementsuccessionplanning; • the Company’s benefit and compensation programs; • the Company’s human resources programs, including review of workplace discrimination and harassment reports, worker safety and workplace conditions, and diversity, equity, and inclusion matters; and • feedback from the Company’s shareholder engagement. 2022ProxyStatement 15
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