2021 Owens Corning Sustainability Report | Our Approach | Board Leadership | 54 Photo submitted by: Danyelle Lynne Phelps | Granville, Ohio, U.S. The carpenter bee, a valuable pollinator in the ecosystem. Board Education New directors undergo an orientation program covering a wide range of topics, including strategic plans and significant issues related to finance, accounting, and risk management issues to ensure they are fully knowledgeable about our company. They also review compliance programs, conflict policies, codes of business conduct and ethics, and governance guidelines. The orientation also includes opportunities to familiarize themselves with principal officers, internal auditors, and independent auditors, as well as receive briefings from the CEO and management. Following the orientation process, directors are expected to continue learning about our business and related issues, so they maintain the necessary expertise and competency to perform their responsibilities as directors. This continued learning includes consultations with our executive officers, reviewing relevant materials, visiting offices and plants, and participating in third-party educational programs. The governance and nominating committee also receives periodic updates on environmental, social, and governance issues. Board and Committee Evaluation Our corporate governance guidelines specify that each year, the governance and nominating committee evaluates the effectiveness of the board, its five committees, the chair and CEO, and committee charters. The evaluation process is as follows: ■ The board and its committees complete annual self-assessment questionnaires and have individual discussions with the lead independent director to evaluate effectiveness in several areas, including board composition, structure, and process. ■ The completed questionnaires are submitted directly to a third-party law firm, which summarizes the results. ■ The governance and nominating committee circulates the summarized results to all directors, except for results related to evaluation of the chair and CEO. Those are sent to the independent directors, to be discussed in an executive session of the non- management directors. Conflicts of Interest We have written policies and procedures in place related to avoiding, managing, and disclosing conflicts of interest by directors, officers, employees, and members of their immediate families. As indicated in our Directors’ Code of Conduct, a director who has an actual or potential conflict of interest must disclose the following to the chair of the board and the chair of the governance and nominating committee: ■ The existence and nature of the actual or potential conflict of interest. ■ All facts known to him or her regarding the transaction that may be material to a judgment about whether to proceed with the transaction. The director may proceed with the transaction only after receiving approval from the governance and nominating committee. In our annual proxy statement, we disclose transactions between board members and their immediate families. For related-party transactions (RPTs) that are subject to the FASB Accounting Standards Codification (ASC) Topic 850, we comply with additional disclosure requirements. We also disclose with suppliers and other stakeholders all other conflicts of interest, such as the existence of controlling shareholders, cross-board membership, and cross-sharing.