The Board has four standing committees:
The membership of each of these committees consists entirely of directors who are independent under the Nasdaq Stock Market’s listing standards. The board designates the chairs and members of these committees. The responsibilities of each committee are summarized here and detailed in the committee charters.
Our Board committees are composed entirely of independent directors.
As part of the Board’s annual self-assessment process, the Governance Committee reviews the Board’s Committee structure to ensure its currency and effectiveness.
The Governance Committee annually reviews and recommends committee and committee chair assignments and then recommends committee rosters to the full Board. The Committee considers factors such as the directors' business and corporate governance experience, committee chair succession planning, directors’ preferences, the Chairman's input, criteria for specific committee service, the directors' other responsibilities, and meeting schedule flexibility. The Committee seeks to ensure that each committee has an appropriate mix of tenure and experience, balancing fresh perspectives with continuity.
They may adopt guidelines for committee and committee chair tenure, but there is no mandatory rotation schedule.
Throughout 2018, the Board had, and it currently has, four standing committees: Audit, Finance, Governance, Membership and Public Affairs and Human Resources and Compensation. The Board periodically reviews and rotates committee memberships. Accordingly, the membership shown in this table may change during 2019.
Committee responsibilities are detailed in their charters, and the committees annually review their charters and prepare master agendas to ensure sufficient time and opportunity to address all responsibilities. Reports of committee meetings are given to the full Board, which acts on their recommendations, as appropriate.
+ As Lead Director, Mr. Neubauer is an ex-officio non-voting member of all committees of which he is not a member.
* In addition, the Finance Committee acted twice by unanimous written consent and the Compensation Committee acted once by unanimous written consent.
(1) As of May 16, 2018, the Board appointed Ms. Crew and Mr. May to the Committees noted above, Mr. Mesquita was appointed to the Governance Committee and Mr. Neubauer was appointed Lead Director, replacing Mr. Ketchum.
The Audit Committee monitors Mondelēz International's financial reporting processes and systems of internal control over financial reporting, the independence and the performance of the independent auditors and the performance of the internal auditors. Its responsibilities are set forth in the Audit Committee Charter. The board has determined that all Audit Committee members are independent under the listing standards/rules of the Nasdaq Stock Market and Rule 10A-3 of the Securities Exchange Act of 1934, as amended. All members of the Audit Committee are also considered independent under a separate SEC independence requirement that Audit Committee members may not accept any consulting, advisory or other fee from Mondelez, or any of its subsidiaries, except compensation for Board service. No member of the Audit Committee received any payments in 2018 from Mondelēz International or its subsidiaries other than compensation received as a director of Mondelēz International.
All members of the Audit Committee are financially sophisticated; Fredric G. Reynolds and Patrick T. Siewert are “audit committee financial experts” within the meaning of SEC regulations.
The Finance Committee assists the Board in its oversight of the Company’s financial resources and on major financial strategies and transactions. The Committee will review and make recommendations to the Board on significant financial matters, including: long-term capital structure; authorization of issuances, sales or repurchases of equity and debt securities; external dividend policy and dividend recommendations; proposed transactions and investments; and Board authorization and delegation levels with respect to financing matters. The Committee will also review and discuss with management results of transactions and investments; and funding pension and other post-retirement benefit plans. Its responsibilities are set forth in the Finance Committee Charter.
The Governance, Membership and Public Affairs Committee identifies and vets individuals qualified to become board members; recommends a slate of nominees for election at each Annual Meeting of Shareholders; makes recommendations to the Board concerning the appropriate size, function, needs and composition of the Board and its committees; develops and recommends to the board Mondelēz International's corporate governance principles; and oversees the evaluation of the board and its committees and director self-assessments. The Governance Committee also oversees compliance with political contributions laws and regulations, reviews public affairs priorities, and monitors significant developments in the regulatory environment. Its responsibilities are set forth in the Governance, Membership and Public Affairs Committee Charter. Visit our Impact section for information about our commitment to driving business growth with positive change in the world.
The Human Resources and Compensation Committee oversees the company’s executive compensation, including determining the compensation of the Chief Executive Officer, produces an annual Human Resources and Compensation Committee report on executive compensation to be included in the Company’s proxy statement in accordance with applicable Securities and Exchange Commission rules and regulations, and reviews the succession plans for the Chief Executive Officer and other senior executives. Its responsibilities are set forth in the Human Resources and Compensation Committee Charter.
The board has determined that all the Compensation Committee members are independent within the meaning of independence under the Nasdaq Stock Market’s listing standards. All members of the Compensation Committee are also considered independent under our heightened independence standard: that Compensation Committee members may not be a partner, member or principal of a law firm, accounting firm or investment banking firm that accepts consulting or advisory fees from Mondelēz International or any of its subsidiaries.
The Compensation Committee may delegate certain responsibilities to its Chair, another Compensation Committee member or a subcommittee of Compensation Committee members, unless prohibited by the Articles, By-Laws, law, regulation or any Nasdaq listing standard.