Risk Oversight & Committee Structure

Risk Oversight and 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:

This approach is bolstered by the Board’s leadership and Committee structure, which ensures the full Board properly considers and evaluates potential enterprise risks under the auspices of the Chairman of the Board and Lead Director, and further considers and evaluates certain risks at the Committee level.

Audit Committee

Oversees the Company’s overall risk management process, including financial controls and integrity and meets regularly with the chief ethics and compliance officer, reviewing key enterprise risks and cybersecurity programs.

For example, this past year, the Audit Committee recieved routine updates from the Company's Chief Information Officer on the Company's information security program, including the outcomes of the annual, independent third-party assesment of our program's progress and maturity based on the NIST Cyber Security Framework.

Membership: B. Marc Allen, Angela F. Braly, Christopher Kempczinski, Christine M. McCarthy, and Patricia A. Woertz (Chair).

View Audit Committee Charter

Compensation & Leadership Development Committee

Oversees the development and succession planning of the Company’s CEO and other executive officers, monitors gender pay equity, reviews organizational equality and inclusion programs and progress and ensures our executive compensation practices are balanced in rewarding holistic, long-term growth.

For example, the Compensation & Leadership Development (C&LD) Committee continues to review and discuss the Company's equality and inclusion strategies, including efforts to inspire and reward courageous and inclusive leadership, and the Company's progress against its representation goals.

Membership: Joseph Jimenez, Debra L. Lee, Terry J. Lundgren (Chair), Christopher Kempczinski, and Christine M. McCarthy.

View Compensation & Leadership Development Committee Charter

Governance & Public Responsibility Committee

Oversees matters related to the Company’s corporate governance practices and policies, including Board composition, Director succession planning and independence and oversees the Company’s geo-political risks and community and environmental impact, assessing our practices and progress against key benchmarks.

For example, the G&PR Committee reviewed the Company's final outcomes on our 2020 sustainability goals, progress and challenges on out Ambition 2030 goals and strategies for closing gaps and accelerating progress. The G&PR Committee further engaged on the Company's intention to publish a climate transition action plan.

Membership: Angela F. Braly (Chair), Amy Chang, Debra, L. Lee, and Patricia A. Woertz.

View Governance & Public Responsibility Committee Charter

Innovation & Technology Committee

Oversees the Company’s innovation and technology programs, including the responsible integration of new technology into our innovation strategy, while also considering how these programs incorporate the Company’s sustainability and ingredient safety priorities.

For example, the I&T Committee recently reviewed the Company's efforts to continue to deliver irresistable superiority while providing more environmentally conscious and socially responsible products, discussing with senior R&D executives how the Company's innovation portfolio can increasingly address these key consumer priorities.

Membership: B. Marc Allen, Amy L. Chang, Joseph Jimenez, Terry J. Lundgren, and Margaret C. Whitman (Chair).

View Innovation & Technology Committee Charter

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.

(Committee membership as of November 2021)