THE BOARD
BOARD OF DIRECTORS COMPOSITION With the exception of our CEO, all our directors are independent from management. Each of our directors bring to our Board skills, experiences and characteristics relevant to the effective oversight for the execution of our transformation agenda and creation of long-term value. We continually assess the composition of the Board, including its size and the diversity, skills and experiences of our directors, to ensure continued alignment with the strategic direction of the company. BOARD REFRESHMENT AND RECRUITMENT Four of our directors have joined our Board within the past three years. We believe the Board benefits from a balance of newer directors, who bring fresh perspectives, and longer serving directors, who have contributed to our strategy over time and have deep understanding of our operations. As we consider candidates for new directors, our Nominating and Corporate Governance Committee has primary responsibility for overseeing any searches and evaluating qualified individuals to become director nominees, including individuals identified and presented by our shareholders in accordance with the rights afforded them in our Bylaws. In 2022, we added one new director, who brought to the Board significant finance experience primarily in the retail industry. COMMUNICATION AND ENGAGEMENT As a foundational principle, our Board maintains open communication channels with management, third-party advisors and our shareholders. These open channels and a high degree of engagement by our directors enable close oversight of our business and facilitate discussions with shareholders and interested parties on important sustainability topics.
RISK OVERSIGHT Our management regularly identifies and reviews near-term risks to the execution of our business activities and long-term strategic risks to our plans for enterprise development and growth. On an annual basis, our management executes a comprehensive risk identification and analysis process, considering our strategic priorities, and reports and discusses its findings with the Board. Our Board is responsible for overseeing enterprise-wide risk management activities. Management provides regular updates to the Audit Committee, or as appropriate, the full Board, on risk exposure and mitigation efforts, as well as discusses any recommendations with respect to risk management. ESG OVERSIGHT We believe that strong ESG oversight enhances our ability to identify, develop and implement initiatives designed to make meaningful improvements to our long-term profitability and sustainability. Senior leaders from several functions, including human resources, risk and environmental health and safety, investor relations, communications and legal meet regularly to discuss and address ESG topics. Representatives of that working group regularly provide updates to and engage in dialogue with both our executive committee and our Nominating and Corporate Governance Committee, which has oversight responsibility of our ESG programs.
ABOUT
PEOPLE
PLANET
COMMUNITY
GOVERNANCE
2022 ADVANCE AUTO PARTS CORPORATE SUSTAINABILITY AND SOCIAL REPORT | 56
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