Board Composition
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 2021, our Board 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 Leadership
The Board regularly evaluates our Board leadership structure to ensure that it operates effectively in the current environment, recognizing that organizational needs may change over time. Currently, each of our directors, other than the Chairman and CEO, is independent, and each of our Board committees is composed entirely of independent directors. Our independent directors have direct access to members of senior management, and meet in executive sessions at each Board and Committee meeting. They are experienced, objective and well-equipped to exercise oversight over management and represent the interests of shareholders. At the present time, the Board believes that shareholders’ interests are best served by the joint leadership of a combined Chairman/CEO and an independent Presiding Director. The responsibilities of the independent Presiding Director are set forth below:
- Coordinates with the Chairman & CEO on the annual agenda and special topics for Board meetings
- Presides at executive sessions of the independent directors
- Provides feedback to the Chairman & CEO
- Assists the Chairman of the Human Resources Committee (our compensation committee) with the annual performance evaluation of the Chairman & CEO
- Serves as the focal point for managing shareholder communications with the independent directors
- Retains independent advisors on behalf of the Board, as the Board deems necessary
Board & 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 2021, the Board participated in a deep-dive education session on ESG trends with external advisors. The Board also reviewed allocation of oversight responsibility for ESG risks across the Board and its standing committees. While the full Board is responsible for oversight of ESG strategy, committees of the Board are responsible for oversight of aspects of ESG risk monitoring and implementation. For example, the Audit Committee monitors ethics and compliance risks. The Human Resources Committee reviews human capital management metrics. The Corporate Governance & Nominating Committee monitors governance trends and shareholder feedback. The Finance Committee reviews transactions related to ESG strategy.
At the management level, our ESG efforts are led by our Executive Committee and guided by our ESG Councils. Our ESG Councils are 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.
Board Refreshment & 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 six years bring fresh perspectives to the Board, while our experienced directors have deep knowledge of our operations and the evolution of our strategy. The mandatory age limit of 72 set forth in our Corporate Governance Guidelines allows for periodic refreshment, while retaining a solid foundation of seasoned directors.
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’s 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. 33%t of our independent directors are female and 25% are racial/ethnic minorities.
