INTRODUCTION
PEOPLE-FIRST CULTURE
OPERATIONAL EXCELLENCE
CUSTOMER-CENTERED INNOVATION
GRI INDEX
Corporate Governance S&C makes decisions for the long-term benefit of our team members while aligning with our sustainability objectives. We believe strong corporate governance is central to this commitment and the success of our business. Guided by S&C’s board of directors and led by senior leadership, we prioritize risk mitigation and ethical business practices throughout the organization to serve the interests of our team members, customers, and other stakeholders. Board of Directors S&C’s board oversees the strategic direction and operational performance of the company in addition to leading senior leadership succession planning. The board supports the long-term interests of team members and, in keeping with our Values & Guiding Principles, considers our full range of stakeholders in decision-making.
Board members are accomplished leaders from diverse backgrounds and bring the unique perspectives, skills, and experience necessary to provide effective oversight. The board is led by chair John Estey, former S&C president and CEO. As of year-end 2024, 30 percent of the board members are diverse in race, ethnicity, or gender.
When selecting new board members, the board’s governance committee uses a detailed skills matrix to invite all perspectives to guide the business. The trustee of the ESOP component of the S&C 401(k) Retirement Savings and Employee Stock Ownership Plan (KSOP) ratifies the election of all board members.
SUMMARY OF BOARD COMMITTEE OVERSIGHT
Board Committee Oversight Responsibility
Assists the board in overseeing board structure and governance practices, including: • Ensuring board skills and experience align with the company’s strategy and needs • Ensuring new directors receive sufficient and appropriate orientation and opportunities for continuing director education • Making sure the board engages in an objective and self-critical evaluation of its individual and collective performance Assists the board in carrying out its overall responsibility relating to human resources and compensation, including: • Executive compensation, including compliance and programs • Leadership development and succession • Broadly applicable human resource, compensation, and benefit programs Assists the board with matters involving accounting, financial reporting, internal control, and risk management, with oversight of: • The integrity of S&C’s financial statements • The performance of S&C’s financial function and strength of internal controls regarding financial reporting and accounting • S&C’s compliance with legal and regulatory requirements applicable to financial matters • Compliance with S&C’s Guiding Principles and Required Ethical Standards, Code of Business Conduct • Together with S&C leadership, periodic review of certain business risks delegated and assigned to the committee by the board under the company’s enterprise risk management program
Governance
Human Resources and Compensation
S&C’s Governance Policies • Required Ethical Standards, Code of Business Conduct • Supplier Code of Conduct • DE&I Statement • Quality Policy • Environmental Policy
Audit and Compliance
S&C 2024 Sustainability Report
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