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Corporate Governance

How we govern and manage our company and footprint impacts the communities in which we operate, the people we employ and the customers we serve. How we address these issues is also vital to demonstrating the sincerity of our commitment to sustainability. While many companies work hard to protect the environment from the potentially harmful impacts of their business, at WM, protecting the environment is our business. That’s why our sustainability strategy is fully integrated into our governance and management systems and reflected in a set of ambitious sustainability goals.

Board Structure

Nine members serve on the WM Board of Directors, eight of whom, including the Chairman of our Board, are independent as defined by the New York Stock Exchange. The role of Board Chairman has been performed by a non-executive, independent director since 2004. WM’s President & CEO is the ninth director. Board members are each elected annually. There are three standing committees: the Audit Committee, the Management Development and Compensation Committee, and the Nominating and Governance Committee. Our Board of Directors does not delegate responsibility for sustainability and corporate responsibility to a committee. Rather, such issues that are integral to our business, including recycling, fleet optimization and energy, and aspects of these issues, are discussed by the full Board of Directors at every meeting. Our Board of Directors’ biographies, committee charters, and our Corporate Governance Guidelines are posted on our website.

Board Composition and Diversity

The Nominating and Governance Committee is continually engaged in reviewing the skills, expertise and qualifications of our existing directors, as well as potential external candidates, to identify and nominate the best possible candidates to guide and support the company’s strategy and its commitment to serve and care for our customers, the environment, the communities in which we work and our stockholders. This is a process that the Nominating and Governance Committee believes should continue to involve significant subjective judgments.

The Nominating and Governance Committee considers current and future needs of the Board as a whole and reviews a matrix of experience, skills and expertise to inform nominee criteria. The Committee recommends individuals as nominees based on an evaluation of all factors deemed relevant, including personal and professional integrity and sound judgment, business and professional skills and experience, independence, possible conflicts of interest, diversity and the potential for effectiveness, in conjunction with the other directors, to serve the long-term interests of the stockholders. The Committee seeks diversity of background, thoughts and opinions on the Board obtained through, among other factors, diversity in business experience, professional expertise, gender and racial/ethnic background. In advance of the 2022 Annual Meeting of Stockholders, the Nominating and Governance Committee considered the gender and racial/ethnic composition of our Board, including the presence of three women, Mr. Plummer’s self-identification as African American/Black and Mr. Gluski’s self-identification as Hispanic, and believes these factors, among numerous others, contribute to a valuable diversity of background, thoughts and opinions on our Board.

When nominating and re-nominating individuals to serve as directors of the Company, the Nominating and Governance Committee also consider prior contributions to the Board, evaluation feedback, tenure and age of the Board as a whole and tenure and age of the individual. The Nominating and Governance Committee also takes into account the nature and extent of the directors’ other commitments when determining whether to re-nominate that individual for election to the Board. In addition to complying with the limitations on public company board memberships set forth in the Corporate Governance Guidelines, the Committee expects each director to ensure that his or her other commitments do not interfere with his or her duties as a director of the Company. The Committee’s primary formal mechanism to support Board refreshment is the retirement age policy set forth in the Corporate Governance Guidelines, which includes the guideline that directors will not stand for reelection to the Board after reaching age 75 unless the Nominating and Governance Committee, having considered the foregoing factors, recommends otherwise. The Committee believes that existing practices have been effective at bringing in new expertise and perspectives, while also maintaining the valuable industry knowledge, experience and stability that our longer-tenured directors provide.

Before being nominated by the Committee, director candidates are interviewed by the Chief Executive Officer, the Chairman of the Nominating and Governance Committee, and the Non-Executive Chairman of the Board, as well as additional members of the Board, senior management and an outside consultant.

Sustainability Oversight

As North America’s leading provider of comprehensive waste management environmental services, sustainability and environmental stewardship is embedded in all that we do. We have enabled a people-first, technology-led focus to drive our mission to maximize resource value, while minimizing environmental impact, so that both our economy and our environment can thrive. As a result, it would not be effective, or possible, to assign responsibility for oversight of our environmental, social and governance (ESG) risk and performance to any one committee of our Board of Directors. Rather, various aspects of ESG, which are already organically a part of our Board and committees’ oversight of our performance, risk management and strategic vision, are addressed in different committees and with our full Board of Directors, as appropriate depending on the subject matter. Additionally, following the appointment of Ms. Tara Hemmer as the Company’s first Senior Vice President and Chief Sustainability Officer, the Board of Directors now receives a quarterly ESG dashboard to highlight critical focus areas and track progress toward ESG goals.

Our Board has a dedicated annual strategic planning session with our Senior Leadership Team and receives focused strategic updates quarterly. Given the nature of our business, those sessions will address topics such as our people, sustainable operations, waste diversion, recycling business improvements, potentially disruptive technologies and environmental impacts, risks and opportunities. Additionally, reflective of our people-first strategy and the importance of inclusion, equity and diversity and safety to our organization, the full Board of Directors receives annual in-depth reports on leadership, workforce and supplier diversity, as well as quarterly safety performance updates and a detailed annual health and safety report. Through these reports and our ESG dashboard, our Board directly oversees our progress toward ESG goals.

Our Audit Committee also plays a significant role in oversight of ESG risk and performance. Our Audit Committee receives regular enterprise risk management updates with in-depth discussion on specific risk topics. At least annually, one of the in-depth discussions will look at an aspect of ESG risk. Additionally, the Audit Committee receives quarterly reports on our compliance programs, including ethics and environmental and safety audit, with an annual in-depth review of our compliance programs. Our Audit Committee also has responsibility for oversight of information and cyber security and assessment of cyber threats and defenses. Our Audit Committee receives reports from our Digital organization at least twice a year. Topics historically covered in such reports include third-party evaluation of our technology infrastructure and information security management system against the industry-standard NIST (National Institute of Standards and Technology) cyber security framework; risk mitigation through the Company’s enterprise-wide cyber security training, including our Board of Directors, conducted at least annually, regular simulated phishing tests and third-party penetration testing; review of the Company’s cyber incident insurance coverage and external cyber incident resources; review of the Company’s incident response plan and consideration of applicable laws and regulations, including those related to privacy.

Additional areas of ESG oversight managed by our Management Development and Compensation Committee include review of employee health, welfare and benefit programs and compensation plan risk assessment. The Committee also engages in quarterly sessions with our President & CEO and our Senior Vice President and Chief People Officer regarding talent development and succession planning at several levels of our organization. A critical component of these talent development and succession planning efforts is the recognition that inclusion, equity and diversity are fundamental Company values. Recognizing the importance of racial and social justice, our People programs, overseen by our Management Development and Compensation Committee, embrace and cultivate respect, trust, open communication and diversity of thought and people.

Strong and effective corporate governance is established and overseen by our Nominating and Governance Committee. The Committee leads the process for annual Board, committee and director evaluations and is responsible for review and recommendation of Board and committee composition and leadership. In connection with performing this vital function, the Nominating and Governance Committee reviews the skills, expertise and qualifications of our existing directors, as well as potential external candidates, and considers matters such as inclusion and diversity, tenure and Board refreshment. These efforts deliver on the Nominating and Governance Committee’s purpose to identify and nominate the best possible candidates to guide and support the company’s strategy and its commitment to serve and care for our customers, the environment, the communities in which we work and our stockholders.

For many years, WM’s sustainability efforts have been embedded in our strategic business framework. In 2021, WM further elevated the importance of a sustainability focus by creating a new senior leadership team (SLT) position: Chief Sustainability Officer (CSO). The CSO oversees the work of our carbon footprint and climate risk analysis department, reporting to our Board of Directors at least annually on various issues related to our service offerings that address customer goals related to climate change. The Board, in turn, provides them with strategic advice for the business. WM’s annual strategic planning initiative includes benchmarking national accounts and municipal customers to determine the scope and nature of our customers’ sustainability goals. Our formal materiality review for this report has been incorporated into this benchmarking. The SLT reviews this data to ensure that new developments in sustainability are an integral part of our business strategies. This strategic planning process has proven valuable over time, helping to identify trends that were a key factor in our decision to acquire new recycling assets in 2011 and 2012, to shift our focus in 2014 and 2015 to the efficiency and productivity of our recycling network, and to concentrate during 2016–2020 on contamination in recycling—how to avoid it and how to accommodate contaminants within a sustainable recycling financial model. In 2019 and 2020, we further evolved our messaging to encourage an emphasis on end-market development for recyclables, as well as support for multiple sources of renewable natural gas in our compressed natural gas collection fleet to meet our customers’ demand for increasing use of low-carbon fuel. The company’s strategic planning process also led to a focus and commitment to a People First culture, which took on a formal role at the company in early 2019. This effort led to an increased focus on diversity throughout the organization and in our hiring process. The company’s strategic planning process also led to creation of the CSO role.

As investors, stakeholders and policy makers are increasing their focus on companies’ ESG reporting, policies and initiatives, WM has established an ESG Disclosure Committee (Committee). The Committee is comprised of a cross functional group of leaders with the responsibility and oversight for ESG data, policy and disclosure. The Committee meets regularly to collectively discuss and review ESG information to ensure that messaging, regulations and standards are consistent.

Long-term Incentives

The WM long-term incentive plan (LTIP) is intended to motivate and sustain high performance levels from our senior leaders. A direct relationship is created between employee compensation and company performance by aligning the company’s and leadership’s long-term strategic objectives. These incentives reflect corporate financial performance, which in turn is impacted by the success of safety and sustainability platforms like recycling and sale of green energy and sustainability consulting services. In addition, individual performance is considered, which for many employees will include a sustainability component.

The objective of our compensation programs is to attract, retain, reward and incentivize talented employees who will lead the company in the successful execution of our strategy. The company seeks to accomplish this goal by designing a compensation program that is supportive of and aligns with the strategy of the company and the creation of stockholder value, while discouraging excessive risk-taking.

We have enabled a people-first, technology-led focus that leverages and sustains the strongest asset network in the industry to drive best-in-class customer experience and growth. We believe that positive financial results, including the results for the performance measures on which our executives are compensated, are naturally aligned with the successful execution of our goals to put our People First and position them to serve and care for our customers, the environment, the communities in which we work and our stockholders. On the other hand, we believe our company would not be successful, on financial performance measures or otherwise, without our industry-leading focus on sustainability.

Additional information on our governance strategies is posted on our website.

Strategy and Management Processes

Aspects of WM’s sustainability service offerings are discussed at most Board meetings because these services are linked so closely with company strategy. Topics discussed include sustainability growth strategy, progress and trends; recycling goals, market conditions and operations; generation of renewable energy and investment in related infrastructure; and innovations in operations to increase efficiency and provide environmentally superior service. Customers’ sustainability goals, such as waste reduction, recycling and materials reuse, and expansion of renewable energy capacity, are discussed annually during the WM senior leadership team’s strategic planning meeting.

In early 2018, a multi-disciplinary task force of WM executives met with the SLT to report on opportunities to grow the sustainability-oriented aspects of our business, including not only our public and private sector customers, but ESG-focused investors as well. The task force’s report reflected detailed interviews and document reviews from employees, customers, NGOs focused on sustainability and investors. From this task force, WM created a dedicated Sustainability Team whose responsibilities include tracking sustainability issues, developing and advising on corporate sustainability goals, and reporting to internal and external stakeholders on WM’s sustainability progress.

Environmental excellence and compliance are hallmarks of sustainability and core elements of our management framework. WM’s strategic business framework has been an important tool for integrating sustainability into our business for over a decade. It establishes the pillars of our organizational strategy and is reviewed and refreshed each year. Senior leadership updated the framework in 2019 to reflect current business and market conditions, establishing our strategy for the year.

Our strategic business framework is developed and used for:

  • Leadership alignment and prioritization. Drafting the strategic framework drives alignment and forces choices.
  • Engagement. Iterative development builds clarity and ownership.
  • Project work. Charters key cross-functional projects that need special focus and structure.
  • Accountability. Monthly reviews by the leadership team track progress against key metrics and short-term actions.
  • Communication of progress. Shows progress and accountability.
  • Evergreen process. Annual (or more frequent) assessment of performance keeps strategic framework relevant and identifies new areas of focus.

The strategic business framework includes a “scorecard” of key metrics to reinforce alignment with key objectives.

Performance Evaluation Process

Infographic detailing WM’s Performance Evaluation Process

Using this performance framework, we align stakeholder perspectives and market opportunities that will guide the entire organization for the year and beyond. Compensation is affected by alignment with company goals (including, as applicable to a business unit, sustainability goals). Compliance and sustainability are part of our performance review structure.

Our SLT uses this performance process to ensure that our entire organization (field operations and staff functions) focuses on strategic objectives. The measures also assist with legal and regulatory compliance and support environmental performance, stewardship goals and the promotion of our values.

  1. When establishing our strategic objectives, we consider the perspectives of our customers, shareholders, employees, community members, regulators and other stakeholders, our performance against key internal metrics and our reputation as measured with key audiences. We often employ heat maps that identify the geographic scope and intensity of risks and opportunities.
  2. We align our major financial, operational, environmental, community, people, safety, compliance and customer objectives with specific company-wide programs and initiatives that have been approved and funded as critical to achieving our strategic objectives. Performance expectations are communicated throughout the organization, and the SLT assigns quarterly and annual targets to which our field operations are held accountable.
  3. An ongoing initiative focuses on all employees knowing our customers better, optimizing assets, innovating in technologies, creating more efficient systems and extracting maximum value from the waste stream. Notably, this initiative closely aligns with our 2025 and 2038 sustainability goals.
  4. We set targets as part of our annual budgeting process. The targets represent commitments we have made to our stakeholders and include improvements and metrics that are factored into employee evaluations. For example, targets have been created on the following topics:
    • Financial. Traditional financial measures that our investors have found to be important to our success.
    • Customer/Community. Customer engagement, improving customer interactions and service, and our community relations programs.
    • Process. Efficiency and cost-per-unit measures across our collection, disposal, recycling and waste-to-energy operations.
    • Compliance. Our primary safety measures and overall environmental scores.
    • Learning and People. Employee engagement, recruitment, development, retention and training.
  5. Our operations report progress in reaching the targets. At the corporate level, quarterly reports are prepared for the Board of Directors regarding key performance metrics. There are Monthly Business Review and Quarterly Business Review meetings with the SLT to continually engage layers of management on progress toward company goals. This format and target-setting process (using specific key performance indicators) was integrated into our annual performance planning process to ensure consistency among strategy, performance planning and performance measurement and accountability.

Risk Management

Our executive officers have primary responsibility for risk management within our company. Our Board of Directors oversees risk management to ensure that the processes designed, implemented and maintained by our executives are functioning as intended and adapted, when necessary, to respond to changes in our company’s strategy as well as emerging risks. The primary means by which our Board oversees our risk management processes is through its regular communications with management and by regularly reviewing our enterprise risk management (ERM) framework. We believe that our leadership team’s engagement and communication methods are supportive of comprehensive risk management practices and that our Board’s involvement is appropriate to ensure effective oversight.

Our ERM process is supported by regular inquiries of our company’s SLT, and additional members of management and operations leadership across the enterprise, as to the risks, including emerging risks, that may affect the execution of our strategic priorities or achievement of our long-term outlook. For the most significant risks, the ERM process is designed to generate actionable insights that are actively discussed and reviewed with the SLT and our Board. Risks and opportunities are assessed and then prioritized using internal evaluations of financial impact, likelihood of occurrence, outlook for changes in the nature or extent of risk exposure and a self-assessment of the company’s confidence in existing risk mitigation efforts. The SLT reviews the outcomes of the risk assessments, focusing largely on the estimated scope of impacts, as well as the adequacy of current support by internal staff, the sufficiency of financial support for mitigation measures needed to manage and reduce risk, and the sufficiency of any third-party expertise that may be necessary to supplement internal resources. All significant risks have a standardized scorecard that includes forward-looking action plans with measurable indicators and progress updates on action plans from previous assessments.

At quarterly Audit Committee meetings, management provides an ERM report and regularly provides an in-depth update on specific risk topics. Additionally, risks related to our strategy, operations and financial results are also addressed in our Board meetings. Our President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Legal Officer, Chief People Officer and Chief Sustainability Officer report to our Board and Audit Committee at these meetings, and other members of management periodically attend and present information, including those responsible for our Internal Audit and Controls, Environmental Audit, Business Ethics and Compliance, People, Government Affairs, Digital, Insurance, Safety, Finance and Accounting functions. These presentations allow our directors to have direct communication with management and assess management’s evaluation and administration of the company’s risk profile through our ERM process. Examples of key areas of assessment addressed by our ERM process and overseen by our Audit Committee and Board include:

  • Disruptive business models.
  • Alternative disposal technologies.
  • Revenue management.
  • Legal and regulatory environment.
  • Capital allocation.
  • Supply chain management.
  • Service to customers.
  • Cost discipline.
  • Process improvement.
  • Physical infrastructure and asset integrity.
  • Brand and reputation management.
  • Environmental, health and safety.
  • Human capital and labor constraints.
  • Key role succession.
  • Information security and privacy.
  • Interest rate, foreign currency and commodity risk management.
  • Shareholder activism.

Additionally, in accordance with the New York Stock Exchange requirements, the Audit Committee is responsible for discussing our major financial risk exposures, steps management has taken to monitor and control such exposures and the company’s process for risk assessment and management, and quarterly reports are made to the Audit Committee on financial and compliance risks.

Management is encouraged to communicate with our Directors with respect to any issues or developments that may require consideration between regularly scheduled Board meetings, and members of management are regularly in direct contact with our Non-Executive Chairman of the Board and our committee chairs. Our Non-Executive Chairman of the Board also facilitates communications with our Board of Directors as a whole and is integral in initiating the discussions among the independent directors necessary to ensure management is adequately evaluating and overseeing risks to our company.

The staff working on the ERM documentation coordinate with those drafting the risk factor description for the Annual Report on Form 10-K to assure thoroughness in response.

The ERM process is supported by regular inquiries of our SLT and additional members of management, including operations leadership, as to the risks, including emerging risks, that may affect the execution of our strategic priorities or achievement of our long-term outlook. We identify a number of risks we believe could affect our business and financial statements for 2022 and beyond in our Annual Report. Key areas of assessment include:

Technology. WM’s Digital and Corporate Development and Innovation (CDI) departments provide risk mitigation regarding new technologies that would affect our business model. The SLT is formally updated quarterly and on an ad hoc basis in between. The SLT then sets priority areas. The Board of Directors is briefed at least once a year, with an emphasis on identification and strategic planning regarding technologies potentially disruptive to our business model.

WM has direct investments in third-party companies that are developing technologies and business models that could change the competitive landscape in the markets in which we compete. These investments match our current expertise, particularly in current sorting and waste conversion technologies, as well as complex logistics and local market analysis, with the developers of new and potentially disruptive technologies.

Additionally, WM is invested in three venture capital funds in North America and Europe that provide us with visibility into emerging “cleantech” technologies. WM, through its CDI department, reviews approximately 180 companies annually, looking for technologies and business models that could improve our cost competitiveness and help us, our customers and communities achieve sustainability goals regarding waste reduction, upcycling, recycling, waste conversion, fleet emissions reductions and green energy production.

As WM seeks to expand its business and modify its traditional business model to address local, state or federal policies and requirements, CDI maintains a large database, derived from global sources, that routinely provides information to key WM line managers about the efficacies of an array of technologies offered by competitors. Subject to nondisclosure agreements, this information can be used by officials and regulators to help shape public policy on the environment by providing real-time data on testing, performance, verification and economics of environmental technologies.

Legislative/regulatory risk and opportunity. Corporate and Market Area Government Affairs staff report biweekly, and confer monthly, on key legislative and regulatory developments affecting WM’s business. In an annual strategic planning meeting, in-depth discussion of priority issues helps identify strategic legislative and regulatory risks and opportunities that we plan to address. A central Public Policy risk management team is charged with identifying and managing risk on priority issues affecting the company entity-wide. Public Affairs and Area Government Affairs staff survey risks and opportunities in terms of likelihood, severity and financial impact, and specific risk-management goals are set and tracked through our formal performance management system. Key risks addressed in 2019 included the economics of recycling; potential emergence of disruptive technologies or materials management frameworks; federal, state and regional climate change programs with the potential to impact WM service offerings; and federal and state initiatives to regulate per- and poly-fluoroalkyl substances as emerging contaminants of concern. In 2019, the Board of Directors was briefed on WM’s extended producer responsibility strategy along with a government affairs update.

Operational risk. Continual assessment of potential risk associated with current technologies and structures is provided by engineering and environmental management specialists. WM is a founder and current Research Council member of the Environmental Research and Education Foundation (EREF), which focuses on sustainability performance, environmental stewardship and higher-process knowledge within the environmental service industry. We have committed to communicating our programmatic goals and progress to the Board periodically.

Employee safety and health. Our safety personnel employ risk matrices to review and create mitigation plans for identified health and safety risks, continually updating based upon new information. Depending upon the severity of the consequence of the risk and its likelihood, the department manages according to a hierarchy of controls, eliminating the highest risk and intervening to limit exposure to risk where appropriate.

Reputation and reporting accuracy. As a service organization, WM relies upon its reputation for reliable service, compliance, safety and sustainable innovation. Managers receive emails reporting the reputational footprint of WM and our competitors, which are also available on our new internal app, WM Now. These insights are supplemented by field staff focused on gauging reputation and accurate representation of the company in all major markets. Communications on sustainability topics are coordinated centrally with the Sustainability team, including response to RFPs and supply chain sustainability questionnaires with consistency and accuracy. Trends identified in customer and stakeholder questions and feedback are then inputted into the risk management process.

New acquisitions evaluation for environment, health, safety and social indicators. WM’s acquisitions are almost exclusively in North America, and our risk assessment procedures reflect our ability to rely upon the rigor of national environment, safety and human rights law. We have developed an in-depth due diligence process to evaluate all aspects of a target business, including environmental condition, regulatory compliance, financial viability and legal status to identify and quantify risk areas prior to acquisition. Most acquisitions are subsumed into existing WM operations and management and become fully subject to WM standards and policies, including our Code of Conduct and its monitoring. Employees of acquired companies are onboarded as new WM employees, subject to our mandatory enforcement of immigration laws and company background checks and drug screening. In the less frequent event of a stock acquisition, we look closely at the seller’s employment, labor, safety and working conditions (including working hours, overtime, benefits, and compensation), both in terms of meeting WM’s standards and practices and in terms of potential liabilities for past practices. The Legal and People departments are active members of the due diligence team. With regard to safety metrics, WM senior staff are active in engaging with ANSI Z245 standards for our industry. ANSI Z245 standards are voluntary, but many—including those that are the basis for WM policy and procedures—have been adopted into federal OSHA regulations.

Recycling market risks. WM has invested in the assets to meet customer demand for recycling and waste reduction, with costs of processing and recovery through commodity sales as part of our economic model. As a result, our exposure to commodity prices has created a risk that can impact revenues by hundreds of millions of dollars. WM is acting to mitigate the commodity risk through sales practices and contract terms. The recycling export team moves material to customers in China, Southeast Asia, India, Europe, North America and South America to diversify the price risk and ensure that markets remain balanced. We have undergone a multi-year process of changing contracts to prioritize increased transparency and cost sharing in our contract language to ensure movement of material, utilize market pricing on inbound material and mitigate our commodity risk. Customers are now asked to pay processing fees for recycling their material with the remaining value split by both parties. These new terms protect WM from the risk of volatile commodity prices. Moreover, this more transparent pricing policy strengthens our ability to withstand sustained down markets in commodities and retain core recycling capacity.

The recycling industry provides additional transitional risk. The potential adoption of extended producer responsibility legislation puts WM’s recycling programs at risk, and China’s policy decision to halt imports of recyclables had an impact on commodity pricing. Both impact life cycle GHG reduction benefits associated with recycling and meeting sustainability goals for WM and our customers. This complex risk and opportunity was analyzed and discussed by the SLT and the Board who determined WM should be a sector leader, engage customers and educate customers and consumers on these policy issues.

Therefore, WM created a focused campaign to help municipal, commercial and industrial customers understand how to maximize GHG reductions through contamination-free recycling of the commodities providing the greatest life cycle benefits. We estimate that our educational campaigns reach almost all of our recycling customers, either directly or through our municipal partners and other stakeholders.

Municipal contracts. WM’s Finance department conducts ongoing, in-depth audits on large contracts annually. A separate audit team manages SOX Contract 7 compliance on all new or renewal contracts with over $1 million in annual revenue. We have contract compliance teams in franchise markets who proactively audit all contractual requirements, reporting, fee payments, billing, etc. Our Public Sector Services department employs a financial model going through multiple levels of approval up to the SLT. That model includes risk characterization factors such as market conditions and regulatory risks.

Training Employees on Risk Identification

Risk identification and reduction is considered a core element of every employee’s responsibilities. Our Safety, Internal Audit, Internal Controls, Compliance and Enterprise Risk Management departments perform tailored trainings and information sessions for employees, focused on building a culture of risk awareness and response.

Our Safety and Operations departments have integrated tools to support a culture of zero tolerance for unsafe behaviors and conditions. The objective is to conduct operations in a manner that engages our employees to be safe, operate efficiently, protect the environment and respect our neighbors. There are specific meetings by discipline area (Safety, Internal Audit, Internal Controls, Compliance and Enterprise Risk Management) and reporting tools (such as Safety’s Incident Reporting Tool) to identify and report risks throughout the organization, and employees are encouraged to do so.

Clawback Policies

Our Executive Severance Protection Plan contains a clawback feature that allows for the suspension and refund of termination benefits for subsequently discovered cause. Our equity award agreements also include compensation clawback provisions that provide that the employee refund any amounts received under the equity award agreements if the Management Development and Compensation Committee of our Board of Directors determines that an employee either engaged in or benefited from misconduct. Misconduct generally includes any act or failure to act that caused or was intended to cause a violation of our policies, generally accepted accounting principles or applicable laws and that materially increased the value of the equity award. Further, our Management Development and Compensation Committee has adopted a clawback policy applicable to our annual cash incentive awards that is designed to recoup annual cash incentive payments during a specified time period when the recipient’s personal misconduct affects the payout calculations for the awards.

Performance Evaluation Process

  1. Strategic Inputs
    • Strategic Planning
    • Scorecard Results
    • Stakeholder Perspectives
    • Reputation Tracking
  2. Strategic Objectives
    • Financial
    • Operational
    • Environmental
    • People
    • Safety
    • Compliance
    • Customer
  3. Initiatives
    • Tied to Objectives and Targets
  4. Targets
    • Quarterly and Annual
  5. Reporting
    • Key Performance Indicators (including financial, customer/community, process, compliance and learning/people development)