Under its charter, the Governance Committee responsibilities include:

  • review candidates’ qualifications for Board membership consistent with criteria determined by the Board;
  • consider the performance and suitability of incumbent directors for re-election and recommend 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;
  • make recommendations to the Board as to directors’ independence and related person transactions;
  • make recommendations to the Board concerning the functions, composition and structure of the Board and its committees;
  • recommend the frequency of Board meetings and content of Board agendas;
  • advise and make recommendations to the Board on corporate governance matters, including the Corporate Governance Guidelines and the annual self-assessments process for the Board, its committees and its directors;
  • administer the Code of Business Conduct and Ethics for Non-Employee Directors and monitor directors’ compliance with our stock ownership guidelines;
  • oversee 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; and
  • monitor issues, trends, internal and external factors and relationships that may affect the public image and reputation of Mondelēz International and the food and beverage industry.
Governance, Membership and Sustainability Committee Charter