Nominating and Corporate Governance Committee Organization and Compensation Committee The committee oversees the adequacy of the Among other responsibilities, this committee regularly With input from an independent compensation company’s control environment with support from reviews the composition of the board to ensure the consultant, this committee provides oversight of all internal audit staff and external independent auditors right mix of expertise, experience and backgrounds. executive compensation to ensure it aligns with the as well as ensures the independence and managing Each new director participates in a rigorous orientation market and incentive compensation is based on performance of the external auditor. The committee and all directors pursue continuing education overseen achieving sustainable goals for the company that do also monitors the company’s fnancial risk exposures by the committee. Additionally, the committee not present undue risk. The committee also monitors and compliance with laws and regulations. manages annual director performance assessments and evaluates CEO performance in conjunction with and reviews the structure and composition of each the full board. board committee annually. The committee is also responsible for oversight of the CEO succession Audit Committee planning process and the company’s corporate This committee manages fnancial reporting for the governance systems, including our business conduct company through review and approval of the annual and ethics programs. audited fnancial statements and quarterly results. 2022 Environmental, Social and Governance Report 26