Governance, Membership and Sustainability Committee

The Governance Committee’s charter sets out its responsibilities. Among other duties, the Governance Committee’s activities include:

• at least annually, reviewing the characteristics, skills, knowledge, experience for identifying and evaluating directors and recommend changes to the Board, if any;
• reviewing candidates’ qualifications for Board membership consistent with criteria determined by the Board;
• considering the performance and suitability of incumbent directors for re-election and recommending to the Board a slate of nominees for each annual meeting of shareholders and candidates to be appointed to the Board as necessary to fill vacancies and newly created directorships;
• making recommendations to the Board as to directors’ independence and related person transactions;
• making recommendations to the Board concerning the functions, composition and structure of the Board and its committees;
• recommending the frequency of Board meetings and content of Board agendas;
• recommending to the Board the directors’ retirement age;
• advising and making recommendations to the Board on corporate governance matters, including the Corporate Governance Guidelines  and the annual self-assessment process for the Board, its committees and its directors;
• administering the Code of Business Conduct and Ethics for Non-Employee Directors and monitoring directors’ compliance with our stock ownership guidelines;
• overseeing policies and programs related to corporate citizenship, social responsibility and public policy issues significant to Mondelēz International such as sustainability and environmental responsibility; food labeling, marketing and packaging; and philanthropic and political activities and contributions;
• overseeing our ESG framework, including critical issues, KPI performance and strategic communications; consumer well-being, environmental and social sustainability; and Board ESG education and capabilities;
• monitoring issues, trends, internal and external factors and relationships that may affect Mondelēz International’s public image and reputation and the food and beverage industry; and
• monitor significant developments in the regulatory environment.