Whirlpool Corporation is committed to creating value through the highest standards of ethical and legal conduct while operating sustainably to create shareholder value over the long-term. Our Board of Directors, sound corporate governance structure and values-driven integrity culture support us in delivering on this commitment. Even in the midst of the uncertainty caused by the COVID-19 pandemic, this commitment to ethical conduct and sustainable shareholder value creation remains unwavering.
A Steadfast Commitment to Sound Corporate Governance & Ethics
Corporate Governance
Board Review of Strategy, including our COVID-19 Response Strategy
Board Oversight of ESG
Review of strategy
Updates on long-term initiatives
Proxy Access
Annual Director Elections and Board Refreshment
Executive Sessions of Nonemployee Directors
Shareholder Engagement and Investor Days
Ethics and Compliance
Our Values: Integrity, Respect, Inclusion & Diversity, One Whirlpool, Spirit of Winning
Our Integrity Manual (translates our integrity into action and empowers employees to lead with integrity)
Our Integrity Principles: We do what is right for consumers, our people, our company and do business the right way
Executive Oversight & Tone at the Top
Integrity Channels (including Integrity Line (global hotline))
Supplier Code of Conduct
Board and Executive Oversight of ESG
Our Board is committed to overseeing the integration of ESG principles throughout Whirlpool Corporation, as reflected in our Corporate Governance Guidelines. The Board reviews and receives updates on our sustainability strategy and key long-term ESG initiatives every year. In 2020, the Board approved our entry into a VPPA that we believe will lower our carbon footprint and help Whirlpool Corporation meet our ambitious GHG emissions reduction goals.
At the management level, our ESG efforts are guided by our ESG Councils, composed of regional business leaders and senior leaders from our key operational and corporate functions. The ESG Councils evaluate our strategic priorities on relevant ESG issues based on results of our ESG Materiality Assessment and input from our ESG Task Force. The ESG Task Force is responsible for monitoring emerging ESG trends and overseeing progress against the strategic priority framework established by our ESG Councils.
Enhancing ESG Governance
Board Composition
Board skills and expertise
12 of 13
Large/Complex Organizational Leadership
Corporate Strategy/M&A
11 of 13
Global Business Operations
Board Practices of Other Corporations
10 of 13
International Work Experience
Sales and Trade Management
Innovation, Technology & Engineering
Marketing/Digital Marketing
Human Capital Management
9 of 13
Product Development
Supply Chain/Manufacturing
Accounting and Finance
5 of 13
Legal/Regulatory Affairs
Our Board is composed of 13 directors, including an independent Presiding Director, and one employee director, our Chairman and CEO Marc Bitzer. Our Board includes leaders with experience and demonstrated expertise in many substantive areas that impact our business and align with our strategy, including product development, digital marketing/branded consumer products, and innovation, technology and engineering leadership. During 2020, our Board met six times and had four committees:
Audit Committee
Corporate Governance and Nominating Committee
Human Resources Committee
Finance Committee
Each Board committee consists solely of independent directors and operates under a charter that provides the key duties and responsibilities of each committee. Each director attended at least 75% of the total number of meetings of the Board and the Board committees on which they served.
Board Oversight of COVID-19 Response
As the COVID-19 pandemic developed in 2020, there were significant impacts to our employees, customers, suppliers and local communities. The Board received frequent updates on the actions we took to keep employees healthy, plants operating safely and liquidity readily accessible, with the goal of emerging from the pandemic stronger than ever. Our ability to generate strong results through uncharted pandemic-related supply chain, customer and employee health and safety issues, and our strong 2020 results and liquidity position is representative of the effectiveness of the Board’s COVID-19 oversight.
The Board also approached its governance responsibilities with health and safety as a priority. Whirlpool Corporation conducted its first virtual Annual Meeting of Stockholders on April 21, 2020. Stockholders were afforded the same opportunities for participation as in a physical meeting, including the opportunity to ask questions and submit votes during the meeting. Our public company subsidiaries in Brazil and India also successfully held virtual stockholder meetings for the first time in their respective histories.
Board Diversity Matrix (As of March 1, 2021)
Total number of independent directors
12
Gender
Male
Female
Number of directors based on gender identity
8
4
Number of independent directors who identify in any of the categories below:
African American or Black
1
—
Asian
2
—
White
5
4
Board Refreshment and Diversity
The Board, with the assistance of the Corporate Governance and Nominating Committee, selects potential new Board members using predefined criteria and priorities. We believe it is valuable to have directors with varying lengths of service in order to strike the right balance between continuity and renewal. The five independent directors who joined the Board in the past five years, including our newest directors Jennifer A. LaClair and Patricia K. Poppe, bring fresh perspectives to the Board, while our experienced directors have deep knowledge of our operations and the evolution of our strategy. In 2020, two directors retired from the Board, having reached the mandatory age limit of 72 set forth in our Corporate Governance Guidelines.
We believe it is important to have a diverse Board membership reflecting differences in viewpoints, professional experiences, educational background, skills, race, gender, ethnicity, national origin and age. The Board and the Corporate Governance and Nominating Committee is committed to seeking qualified diverse candidates, including diversity of race, gender and ethnicity in each independent director search, and instructs any search firm that it engages accordingly. In 2020, the Board nominated, and shareholders elected Ms. LaClair, Chief Financial Officer of Ally Financial Inc., to our Board of Directors. She brings significant finance, accounting and capital markets expertise to the Board. With the addition of Ms. LaClair, 33% of our nonemployee directors are female. In addition, 25% of our nonemployee directors are racial/ethnic minorities.
Tenure, Experience and Diversity
Our independent directors reflect an effective mix of business expertise, company knowledge, and diverse perspectives.
Board of Directors Speakers Series
Reflective of the Board’s leadership and commitment to inclusion and diversity at Whirlpool Corporation, each female Board member participated in a Board of Directors Speakers Series hosted by the Whirlpool Women’s Network and attended by hundreds of our employees. Female Board members discussed the importance of inclusion and diversity at Whirlpool Corporation and their respective companies, shared insights on how to overcome challenges in reaching the highest levels of executive leadership and encouraged attendees to bring their whole selves to work. In line with the Women’s Network’s theme, the Board members also shared personal reflections on what it means to “Be Bold, Be Brilliant and Belong.” The Speakers Series provided a unique opportunity for our employees to personally connect with, learn from and be inspired by our female Board members.
Board of directors
Oversees ESG risks and the integration of ESG principles in Whirlpool Corporation's strategy. The Board reviews and receives updates on our sustainability strategy and key long-term ESG initiatives
ESG COuncils
Sets and oversees ESG strategic priorities and progress on critical ESG issues
ESG Task FOrce
Oversees progress against the framework, identifies and addresses challenges, enhances disclosure and monitors emerging ESG trends
Comprehensive Disclosure Framework
Includes an analysis of industry trends and benchmarks, including GRI, DJSI, CDP, the United Nations Sustainable Development Goals, SASB and TCFD
