Risk Oversight & Committee Structure

Board Oversight of Risk

 

The Company’s senior management has the responsibility to develop and implement the Company’s strategic plans and to identify, evaluate, manage, and mitigate the risks inherent in those plans. It is the responsibility of the Board to oversee the development and execution of the Company’s strategic plans and to understand the associated risks and the steps that senior management is taking to manage and mitigate those risks. The Board takes an active approach to its role in overseeing the development and execution of the Company’s business strategies as well as its risk oversight role.
 
As part of its strategic risk management oversight, the full Board conducts a number of reviews throughout the year to ensure that the Company’s strategy and risk management is appropriate and prudent, including:
 

​ A comprehensive annual review of the Company’s overall strategic plan, with updates throughout the year.

​ Annual review of the Company’s key legal and compliance risks, including mitigation strategies and compliance priorities.

​ Direct discussions with the Chairman and CEO, in semi-executive sessions, about the state of the business at every regularly scheduled Board meeting.

​ Periodic review of key reputational and operational risks and strategies, including elements of the Company’s environmental sustainability and equality & inclusion programs, with more detailed reviews conducted by the relevant Committees.

​ Reviews of the strategic plans and results for the Company’s business sectors and Enterprise Markets, including the risks associated with these strategic plans, at Board meetings during the year.

​ Throughout the year, members of a crossfunctional team within the Company conduct extensive interviews of Company experts, leaders, and specialists across functions, geographies, and levels. This team seeks to identify, on a continual basis, the most pressing current and future potential risks facing the Company. Led by experienced risk and compliance professionals in Global Internal Audit, these risks are analyzed and reported to relevant business and governance leaders within the Company, who partner to develop plans and strategies to appropriately manage and mitigate these risks. Annually, the full Board discusses with senior management the most significant risks identified in the ERM process, providing input on the steps taken to mitigate each risk and plans for additional mitigation in the year ahead.

​ Ongoing Audit Committee updates from senior management on cybersecurity activities and programs, including an at least annual briefing by the Chief Information Officer and Chief Information Security Officer on the Company’s cybersecurity risk management program, which continually analyzes emerging cybersecurity threats, and updates on the Company’s plans and strategies to address them.

​ Ongoing reviews of succession plans, as part of its responsibility for leadership succession planning for the Company’s most senior officers, including the CEO.

​ Review of the Company’s strategic supply chain operations, key risks, and programs to further increase resilience.

P&G Committees

 

Audit Committee
 
Oversees the Company’s overall risk management process, focusing on accounting and financial controls, financial statement integrity, information security, cybersecurity, legal and regulatory compliance, tax policy and compliance, business continuity planning, and ethics and compliance programs, and routinely discusses the Company’s risk profile, risk management, and exposure with management, internal auditors, and our independent registered public accounting firm.
 
Compensation & Leadership Development Committee
 
Oversees risks related to the development of and succession planning for the Company’s executive officers, risks associated with the Company’s equality and inclusion practices and policies, and risks associated with the Company’s compensation policies and practices.
 

 

Governance & Public Responsibility Committee
 
Oversees risks related to the Company’s corporate governance structure and processes, including Director qualifications, Board and Committee succession planning, and independence, as well as risks related to product quality, public policy, social issues, environmental sustainability, and the Company’s reputation.
 
Innovation & Technology Committee
 
Oversees risks related to emerging technologies, the changing media landscape, the Company’s integration of new technology, ingredient safety, and our overall innovation strategy.
 

This broad scope of Board and Committee oversight and the resulting active engagement of our Directors help ensure that our Company’s values, our leadership’s behaviors and our employees’ efforts are ultimately linked to our Company strategy in a meaningful and effective way.