GOVERNANCE PRACTICES AND POLICIES
KEY PRACTICES & POLICIES
KEY PRACTICE OR POLICY
Lead Director. An independent Lead Director is selected when the Chairman is not independent. The Independent Lead Director has substantive responsibilities, which include:
A highly effective and engaged Lead Director:
Majority Independent Board. Pursuant to our Guidelines, at least 80% of the directors shall meet the Nasdaq listing standards’ independence requirements. Nine of our ten director nominees 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. Our Amended and Restated By-Laws (“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 independent Lead Director and each director, in coordination with the Governance Committee.
Tenure / Retirement. Our non-employee directors are subject to term limits and retirement policies.
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.
Engagement with Shareholders. We regularly engage with shareholders to seek their input on emerging issues, address their questions and understand their perspectives.
In 2021, we reached out to shareholders representing approximately 50% of our outstanding shares and had conversations with 22 different shareholders, representing approximately 40% of our outstanding shares. The independent Lead Director led meetings with investors representing approximately 30% 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.
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:
- Articles of Incorporation
- Code of Business Conduct and Ethics for Non-Employee Directors
- Corporate Governance Guidelines
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.