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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 AND THEIR BENEFITS TO BOARD AND SHAREHOLDERS


Key Practice / Policy

Benefit to Board and Shareholders

Lead Director. Independent Lead Director has substantive responsibilities:

  • 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. Mondelēz International requires that all non-management directors be independent. Eleven of twelve directors are independent.

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. By-Laws allow shareholders of record 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 substantial shareholders regarding important matters.

Proxy Access. By-Laws provide for proxy access on market terms, enabling substantial shareholders to add their nominee(s) to the proxy statement.

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

Regular Self-Assessment. Regular Board, committee and director self-assessments include candid, one-on-one conversations between Governance Committee Chair and each director.

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

Tenure / Retirement. Independent director tenure and retirement policies.

  • Tenure / retirement policies promote ongoing evolution and refreshment.
  • Annual self-assessments provide a disciplined mechanism for director input into the Board evolution and succession planning process.
  • Average tenure for independent directors is approximately six 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; and
  • Many directors exceed the minimum requirement.

Engagement with Shareholders. We engage with shareholders to seek their input on emerging issues and to address their questions and concerns.

Engage with a diverse mix of shareholders on various topics including, among others, strategy, executive compensation, human capital, business performance, capital allocation, corporate governance, sustainability and corporate social responsibility.


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.