INTRODUCTION
OPERATIONAL EXCELLENCE
PEOPLE-FIRST CULTURE CUSTOMER-CENTERED INNOVATION
GRI INDEX
CORPORATE GOVERNANCE As a privately held, employee-owned company, 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 (the board) and led by senior leadership, we prioritize social equity and inclusion, 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, always 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 its chair, John Estey, former S&C president and CEO. Thirty-three 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 with the objective of bringing diverse and complementary 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.
BOARD COMMITTEES' OVERSIGHT SUMMARY
Board Committee Oversight Responsibility Governance
Assists the board in overseeing board structure and governance practices, including: • Assessing board skills and experience in light of the company’s strategy and recommending candidates that align with that strategy • 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 • Monitoring board diversity and inclusiveness
Human Resources and Compensation Assists the board in carrying out its overall responsibility relating to: • Executive compensation, including compliance and programs • Management development and succession
• Broadly applicable human resource, compensation, and benefit programs • Diversity, equity, and inclusion programs
Audit
Assists the board with respect to matters involving accounting, financial reporting, internal control, and risk management in its oversight of: • The integrity of S&C’s financial statements • The strength of S&C’s system of internal controls regarding financial reporting and accounting • S&C’s compliance with legal and regulatory requirements applicable to financial matters • S&C’s independent auditors’ qualifications, independence, and performance • The performance of S&C’s financial function • 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
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