Governance, Membership and Sustainability Committee

The Governance Committee’s charter sets out its responsibilities. Among other duties, the Governance Committee’s activities include:

at least annually, reviewing the characteristics, skills, knowledge, experience for identifying and evaluating directors and recommend changes to the Board, if any;
reviewing candidates’ qualifications for Board membership consistent with criteria determined by the Board;
considering the performance and suitability of incumbent directors for re-election and recommending to the Board a slate of nominees for each annual meeting of shareholders and candidates to be appointed to the Board as necessary to fill vacancies and newly created directorships;
making recommendations to the Board as to directors’ independence and related person transactions;
making recommendations to the Board concerning the functions, composition and structure of the Board and its committees;
recommending the frequency of Board meetings and content of Board agendas;
recommending to the Board the directors’ retirement age;
advising and making recommendations to the Board on corporate governance matters, including the Corporate Governance Guidelines and the annual self-assessment process for the Board, its committees and its directors;
administering the Code of Business Conduct and Ethics for Non-Employee Directors and monitoring directors’ compliance with our stock ownership guidelines;
overseeing policies and programs related to corporate citizenship, social responsibility and public policy issues significant to Mondelēz International such as sustainability and environmental responsibility; food labeling, marketing and packaging; and philanthropic and political activities and contributions;
overseeing our ESG framework, including critical issues, KPI performance and strategic communications; consumer well-being, environmental and social sustainability; and Board ESG education and capabilities;
monitoring issues, trends, internal and external factors and relationships that may affect Mondelēz International’s public image and reputation and the food and beverage industry; and
monitor significant developments in the regulatory environment.

Governance, Membership and Sustainability Committee Charter

Additional Resources

Corporate Governance Guidelines MONDELĒZ INTERNATIONAL 2020 POLITICAL CONTRIBUTIONS Mondelēz International 2019 Political Contributions Mondelēz International 2018 Political Contributions Mondelēz International 2017 Political Contributions Mondelēz International 2016 Political Contributions Mondelēz International 2015 Political Contributions Mondelēz International 2014 Political Contributions Trade Organizations Report