###### BOARD OVERSIGHT
Risk is inherent in any business, and our management is
responsible for the day-to-day management of risks that we
face. Our Board of Directors (the "Board") has responsibility
for the oversight of risk management. In that role, the Board
has the responsibility to evaluate the risk management
process to ensure its adequacy and that it is implemented
properly by management. The Board believes that full and
open communication between management and the Board
is essential for effective risk management and oversight. The
Board meets regularly with senior management, including
executive officers, to discuss strategy and risks facing the
Company, including new and potentially disruptive risks.
Senior management attends the Board's quarterly meetings,
as well as certain meetings of the Committees of the Board
(each, a "Committee" and collectively, the "Committees"), to
address any questions or concerns raised by the Board on
risk management and any other matters. Each quarter, the
Board receives presentations from senior management on
business operations; financial results; and strategic, risk, and
compliance issues. In addition, senior management holds
regular strategic planning sessions to discuss strategies, key
challenges, and risks and opportunities for the Company.
Senior management then reviews the results of each
strategic planning session with the Board.
The Nominating, Governance, and Corporate Responsibility
Committee is comprised of independent members of the
Board. This Committee has responsibility for assisting the
Board in overseeing our corporate responsibility and
sustainability program, including reviewing and guiding our
climate strategy, major plans of action, risk management
policies, and business plans, and also monitoring progress
against our climate goals.
The Company's Sustainability Team presents on sustainability
matters regularly at scheduled meetings of the Nominating,
Governance, and Corporate Responsibility Committee, and
members of Company management present on sustainability
matters at some of the regularly scheduled and special
meetings of the Board.
In addition, the Board has responsibility for the oversight of
enterprise risk management, which includes evaluating the
enterprise risk management process to ensure its adequacy
and that it is implemented properly by management.
Our Chief Legal Officer has the highest level of direct
responsibility for governance ethics compliance and
enterprise risk management within the Company and chairs
our Risk Management Committee, and our Chief Financial
Officer and Chief Strategy Officer provide additional
leadership and guidance for enterprise risk management.
Over the past several years, we have taken a more formal
approach to managing these important areas and have
expanded such functions to bring additional focus and
visibility to Company leadership. Our Chief Legal Officer,
along with members of her team, including our new Vice
President and Chief Compliance Officer, report on such
activities to our executive leadership team, the Committees,
and the Board, which in turn provide further direction on the
prioritization of resources.
###### SENIOR MANAGEMENT
Our Vice President, ESG, Deputy General Counsel and
Assistant Secretary ("VP-ESG"), which is an elected officer
position, has the highest level of direct responsibility for
climate change within the Company. The VP-ESG is the
executive sponsor of the Company's cross-functional
Sustainability Steering Committee (Steering Committee).
The Steering Committee, which is chaired by our Director
of Sustainability, leads our sustainability goal-setting
efforts and monitoring of activities, including actions to
assess and manage climate-related risks and opportunities.
The Steering Committee is comprised of key leaders from our
Operations, Supply Chain, Finance, Legal, Enterprise Risk
Management, Marketing, Corporate Communications,
Research & Development, and Sustainability teams. This
cross-functional approach facilitates the monitoring of
climate-related issues by providing a broad range of visibility
and perspectives. The Steering Committee meets on a
quarterly basis to prioritize and report progress on the various
sustainability efforts throughout the Company. Our strategy
on sustainability is reviewed by the Steering Committee on
a regular basis. Prioritization of risks and opportunities,
including those associated with climate change, are a key
element of these discussions. The VP-ESG and the Director
of Sustainability report on such activities to our executive
leadership team, including the Chief Executive Officer, and to
the Nominating, Governance, and Corporate Responsibility
Committee at each regularly scheduled meeting. The
executive leadership team and the Nominating, Governance,
and Corporate Responsibility Committee provide further
direction on the prioritization of resources.