Corporate governance practices and policies enhance Board effectiveness and benefit shareholders. A strong and balanced corporate governance framework is essential to Mondelēz International’s long-term success because it promotes the shareholders’ long-term interests and accountability within and trust in the Company.

KEY PRACTICES & POLICIES

Benefits to Board and Shareholders


Key practice or policy

Benefits

Lead Director. Independent Lead Director has substantive responsibilities, which include:

  • engages in planning and approval of meeting schedules / agendas;
  • presides over frequent executive sessions of independent directors; and
  • consults with major shareholders.

A highly effective and engaged Lead Director:

  • enhances independent directors’ input and investors’ perspectives on agendas and discussions;
  • fosters candid discussion during regular executive sessions of the independent directors; and
  • provides feedback to management regarding the Board’s concerns and information needs.

Majority Independent Board. At least 80% of the directors shall meet the Nasdaq listing standards’ independence requirements. Eleven of our twelve director nominees are independent. Substantial majority of independent directors in the boardroom and fully independent committees effectively oversee management on behalf of shareholders.

Substantial majority of independent directors in the boardroom and fully independent committees effectively oversee management on behalf of shareholders.

Annual Elections. Shareholders elect directors annually by majority vote.

Strengthens Board, committee and individual director accountability.

Special Meeting of Shareholders. Our By-Laws permit the holders of at least 20% of the voting power of the outstanding stock to call a special meeting of shareholders.

Further strengthens Board accountability and encourages engagement with shareholders regarding important matters.

Proxy Access. Our By-Laws provide for proxy access to enable shareholders who meet the requirements to add their nominee(s) to the proxy statement. Nominating shareholders must own 3% or more of our outstanding Common Stock continuously for at least three years.

Further strengthens Board accountability and encourages engagement with shareholders regarding Board composition.

Regular Self-Assessment. Regular Board, committee and director self-assessments include candid, one-on-one conversations between the Lead Director and each director, in coordination with the Governance Committee.

  • Promotes continuous process improvement at the Board and committee levels.
  • Provides an opportunity to discuss individual directors’ contributions and performance and to solicit views on improving Board and committee performance.

Tenure / Retirement. Our non-employee directors are subject to term limits and retirement policies.

  • Term limits and retirement policies promote ongoing evolution and refreshment.
  • Annual self-assessments provide a disciplined mechanism for director input into the Board’s evolution and succession planning process.
  • Average tenure for non-employee directors is approximately seven years.

Stock Ownership Requirements. Directors must own shares of our Common Stock in an amount equal to five times the annual Board cash retainer within five years of joining the Board. Distribution of actual shares occurs six months after the director ends his or her service as a director.

  • Aligns directors‘ and shareholders’ long-term interests.
  • Many directors exceed the minimum requirement.

Engagement with Shareholders. We regularly engage with shareholders to seek their input on emerging issues, address their questions and understand their perspectives.

Following our 2020 Annual Meeting of Shareholders, we reached out to shareholders representing 47% of our outstanding shares and had conversations with 25 different shareholders, representing approximately 37% of our outstanding shares. The Lead Director and three other directors led meetings with investors representing 20% of outstanding shares.

Anti-Hedging Policy. Our Insider Trading Policy prohibits our employees and directors from engaging in transactions involving derivative securities, short-selling or hedging transactions that create an actual or potential bet against Mondelēz International, Inc. or one of its subsidiaries.

Prohibits employees and directors from making money in this way if the price of our stock goes down, thus eliminating an incentive tied to a decrease in our stock price.


CORPORATE GOVERNANCE GUIDELINES SUMMARY

OUR PHILOSOPHY


Mondelēz International, Inc. has a strong commitment to effective corporate governance.

The Board’s Governance Committee has responsibility for corporate governance and Board organization and procedures. The Governance Committee actively monitors and discusses evolving corporate governance trends. It reviews our corporate governance practices in light of those trends and implements those practices that it determines are in the best interests of the Company and consistent with our long-standing commitment to good corporate governance practices.

The Company’s corporate governance framework is articulated in:

The Governance Committee annually reviews our Corporate Governance Guidelines and Code of Business Conduct and Ethics for Directors. It then presents any recommended changes to the Board for consideration.