GOVERNANCE PRACTICES AND POLICIES
KEY PRACTICES & POLICIES
KEY PRACTICE OR POLICY | BENEFITS |
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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:
| A highly effective and engaged independent Lead Director:
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Majority Independent Board.
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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.
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Annual Board and Committee Self-Assessments.
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Tenure and Retirement Policies.
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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:
- Articles of Incorporation
- By-Laws
- 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.