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:
To ensure the currency of these documents, annually, the Governance Committee 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.
Board Size. Periodically, the Governance Committee makes recommendations to the Board concerning the size of the Board needed to fulfill its responsibilities and best perpetuate the Company’s long-term success and represent all shareholders’ interests. A minimum of nine directors ensures the Board's proper functioning.
Independence of Directors. The Board has established categorical standards to assist in making independence determinations. See our Governance Guidelines for detailed information.
Board Leadership Structure. The Board determines its most appropriate leadership structure at a given time. It takes into account various factors, among them: which leadership structure will allow it to most effectively carry out its responsibilities and best represent shareholders’ interests, specific business needs, operating and financial performance, industry conditions, economic and regulatory environments, the results of Board and committee annual self-assessments, the advantages and disadvantages of alternative leadership structures based on circumstances at that time and our corporate governance practices.
Attendance at Meetings. Directors are expected to prepare themselves for and attend all Board meetings, the Annual Meeting of Shareholders, and all meetings of the committees on which they serve. The Board understands that, on occasion, a director may be unable to attend a meeting.
Information flow and Distribution of Meeting Materials. To facilitate informed discussion and decision-making at Board and committee meetings, directors receive briefing materials in advance of meetings. Through these materials and discussion at meetings, the Board and its committees keep abreast of the Company’s performance and businesses plans as well as the competitive and external environment. In addition to meeting-related materials, directors receive other regular and special reports throughout the year.
Executive Sessions. The independent directors regularly meet in executive session. The Independent Lead Director presides over executive sessions of the independent directors.
Access to Independent Advisors and Management. The Board and its committees may engage independent outside financial, technical, legal and other advisors as they deem necessary. Directors also have full access to the Company’s officers and employees.
Committee Performance and Operations. Please see our Standing Committees Section for more information.
Board, Committee and Director Self-Evaluations. With the goal of continuous improvement, the Governance Committee develops and recommends to the Board and then oversees an annual self-evaluation process for the Board and its committees. The Board and committees discuss the results of these evaluations, then identify and implement actions to enhance their future effectiveness. In addition, the Governance Committee coordinates annual director self-assessments.
CEO Performance Evaluation. The Compensation Committee annually:
The Compensation Committee seeks input from and reports to the Board on the Chief Executive Officer’s evaluation and its compensation actions.
Independent Director Compensation.
Independent Director Stock Ownership Guidelines. The Board’s stock ownership guidelines further align independent directors’ and shareholders’ long-term interests.
The Board expects independent directors to attain within five years of becoming a director and hold the Company’s common stock in an amount equal to five times the annual Board retainer. Stock ownership includes direct ownership of the Company’s common stock, including sole ownership, direct purchase or dividend reinvest plan shares, deferred stock units and shares held in accounts over which the director has direct or indirect ownership control.