Four Key Foundations

Stakeholder Engagement

By-Laws
By-Laws are the operational rules for the legal organization of the Company and the Board and include items such as principal office location, officer and director roles and responsibilities, and meeting rules. We believe these types of matters are best managed by the Board to allow for flexibility and effective operation in an everchanging business landscape. Our Share Owners play an important role in shaping these rules, which is why our Share Owners also have the right to amend our By-Laws by majority vote.

Board Structure
We believe our current threetiered classified Board provides an appropriate balance between Company and Share Owner interests because it offers independence, stability, continuity, and long-term focus, and it promotes value creation while still providing full Share Owner accountability.

Equal Voting Rights
We believe a classified stock structure is a significant diminution of Share Owner rights, so we maintain a single-class structure. We adhere to the principle that all shareholders should have equal voting rights in public companies and each shareholder should have one vote.

Outreach and Feedback
Our Board and management team engage year round with a range of stakeholders, including not only our Share Owners, but also our workforce, our vendors, our customers, and our communities. We hired a full time Head of Investor Relations in Fiscal 2021, and our engagement program includes maintaining formal global councils and task forces within our Company on subject matters including human resources and employee engagement; Covid-19; safety, environmental, and facilities (SEF); enterprise information security and cybersecurity; materials management; supplier quality; quality systems; digital processes; community engagement/outreach; and business planning.

Global Perspectives
Each of our councils and task forces holds regular meetings and collaborates and engages with their own internal and external stakeholders. They each report back to our executive team and our Board. Our global councils provide us a system to consult and engage with our internal and external stakeholders formally and to offer them ongoing opportunities to provide feedback and to direct and influence our business in support of our sustainable growth.

Financial Integrity

Absolute Financial Integrity
We are committed to the highest standard of financial integrity. We have never received an adverse auditor opinion, nor restated our financial statements. Multiple procedures, standards, and audit checks are in place to maintain our financial integrity.

Robust External Audit
We enjoy a positive working relationship with our external auditors, Deloitte and Touche. They work closely with our internal audit management services team, and Deloitte personnel are regularly rotated to provide fresh audit insights.

Proactive Risk Management
We employ a formalized Enterprise Risk Management (ERM) process that helps us evaluate a broad range of operational, strategic, compliance, and reporting risks. Our senior leaders meet quarterly, and we also identify risks through interviews, surveys, and discussions with our leadership teams and others throughout our organization. Our leaders rank and prioritize our potential risks along the two continuums of “likelihood” and “impact,” and our team develops a specific remediation strategy for the significant risks. Individually and collectively, our leaders continually monitor, reassess, and validate risks and mitigation efforts throughout the year.

Strong Internal Controls
Strong internal controls are critical to accuracy in our financial reporting. Our internal audit management services team regularly reviews and tests our internal controls, working closely with our outside auditors.

Audit Committee Financial Expertise
It is important that the audit committee of the Board have a “financial expert” under SEC rules to ensure proper Board oversight of our financial disclosures. All members of our audit committee are qualified financial experts and “financially sophisticated,” exceeding the minimum standards set by the SEC and Nasdaq.

Disclosure Committee
We have a Disclosure Committee composed of our CEO, CFO, and Chief Legal Officer. The committee meets at least quarterly or more often as appropriate with members of our finance and internal audit teams. Its purpose is to carefully review our public filings and financial disclosures for accuracy, compliance, and consistency.