GOVERNANCE PRACTICES AND POLICIES

Our governance practices and policies enhance the effectiveness and accountability of our Board and promote the Company's long-term success. Key aspects of our corporate governance framework are highlighted below.

KEY PRACTICES & POLICIES

KEY PRACTICE OR POLICY

BENEFITS

Independent Lead Director. Our independent Lead Director has broad and substantive duties and responsibilities that have considerable overlap with those typically performed by an independent Board Chair, including:

  • Engages in planning and approval of meeting schedules and agendas;
  • Presides over regular executive sessions of independent directors;
  • Provides input into the design of the annual Board, committee and individual director self-and peer-evaluation process;
  • Serves as an alternate member of all Board committees
  • Conducts the annual Board and individual director self and peer-evaluation process in coordination with the Governance, Membership and Sustainability Committee (the "Governance Committee"); and
  • Consults with major shareholders.

A highly effective and engaged independent Lead Director:

  • Provides independent Board leadership and oversight, including with respect to business matters and risk management activities; Enhances independent directors' input and investors' perspectives on agendas and discussions;
  • Fosters candid discussion during regular executive sessions of the independent directors;
  • Facilitates effective communication and interaction between the Board and management;
  • Serves as a liaison between the independent directors and the Chair and CEO; and
  • Provides feedback to management regarding Board concerns and information needs.

Majority Independent Board.

  • At least 80% of our directors must meet the independence requirements prescribed by Nasdaq listing standards.
  • The Corporate Governance Guidelines (the "Guidelines") provide that currently the Chair and CEO should be the only member of management to serve as a director.
  • Provides independent Board oversight of management on behalf of shareholders.
  • Board composed entirely of independent directors, with the exception of the CEO.
  • Committees composed entirely of and chaired by independent directors.

Tenure and Retirement Policies. Non-employee directors have a term limit of 15 years and will not be nominated for election to the Board after their 75th birthday.

Promotes ongoing Board evolution and refreshment.

Annual Election of Directors. Shareholders elect directors annually by majority vote in uncontested elections.

Strengthens Board, committee and individual director accountability.

Proxy Access. Shareholders that own 3% or more of our outstanding Common Stock continuously for at least three years may nominate up to two director nominees to our Proxy Statement.

Strengthens Board accountability and encourages engagement with shareholders regarding Board composition.

Special Meeting of Shareholders. The holders of at least 20% of the voting power of our outstanding Common Stock may call a special meeting of shareholders.

Strengthens Board accountability and encourages engagement with shareholders regarding important matters.

Regular Shareholder Engagement.

  • We regularly engage with shareholders to seek their input on emerging issues, address their questions and understand their perspectives.
  • The independent Lead Director is available for consultation with our major shareholders.
  • Following our 2024 Annual Meeting of Shareholders, we reached out to shareholders representing nearly 52% of our outstanding shares, and engaged with 16 different shareholders that collectively represent approximately 25% of our outstanding shares. The independent Lead Director met with shareholders representing approximately 13% of our outstanding shares.
  • This practice provides open channels of communication with our shareholders and helps promote regular consideration of and response to feedback on the Company's strategy, corporate governance, compensation and environmental, social and governance ("ESG") practices.

Annual Board and Committee Self-Assessments.

  • Annual Board, committee and director self and peer assessments.
  • The results of these self and peer assessments are used in planning Board and committee meetings and agendas, fostering director accountability and committee effectiveness, analyzing Board composition and making director recruitment and governance decisions.
  • Promotes continuous process improvement of the Board and committees.
  • Provides an opportunity to discuss individual directors' contributions and performance and to solicit their views on improving Board and committee performance.
  • Provides a disciplined mechanism for director input into the Board's evolution and succession planning process.

Tenure and Retirement Policies.

  • Non-employee directors have a term limit of 15 years.
  • Non-employee directors will not be nominated for election to the Board after their 75th birthday.
  • Promotes ongoing evolution and refreshment.
  • Average tenure for current non-employee directors is approximately five 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.

Anti-Hedging Policy. Our Insider Trading Policy prohibits 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.

Eliminates the opportunity to benefit from 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.