GOVERNANCE PRACTICES AND POLICIES

Lead Director. An independent Lead Director is selected when the Chairman is not independent. The Independent Lead Director has substantive responsibilities, which include:

• engages in planning and approval of meeting schedules / agendas;
• presides over The Board at which the Chairman and CEO is not present, including frequent executive sessions of independent directors;
• conducts the annual Board, committee and individual director self-evaluation process;
• helps develop recommendations for committee structure, membership, rotations and committee chairs; 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;
• serves as a liaison between the independent directors and the Chairman and CEO; 
• facilitates effective communication and interaction between the Board and management; and
• provides feedback to management regarding the Board’s concerns and information needs. 

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.

• 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 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.

• 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.

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.