Whirlpool Corporation is committed to the highest standards of corporate governance. Whirlpool’s Board of Directors is comprised of twelve independent directors and one employee director, who is Marc Bitzer, our Chief Executive Officer. Each Board committee is comprised solely of independent directors who meet the independence standards under the NYSE listing standards.
During 2018, our Board met seven times and had four committees — Audit, Human Resources, Corporate Governance and Nominating, and Finance. Each director attended at least 75 percent of the total number of meetings of the Board and the Board committees on which he or she served.
On January 1, 2019, Mr. Bitzer became Chairman of the Board. Our Board believes that our Board leadership structure, with a unified Chairman and CEO and independent Presiding Director, is optimal for Whirlpool because it demonstrates to our employees, suppliers, customers, and other stakeholders that Whirlpool is under strong leadership, with a single person setting the tone and having primary responsibility for managing our operations. Our independent Presiding Director presides at executive sessions of the non-employee directors and serves as a focal point for managing stockholder communications with the independent directors.
Our Board is responsible for overseeing Whirlpool’s risk management. The Board focuses on Whirlpool’s general risk management strategy and the most significant risks facing Whirlpool, including cybersecurity risk, and ensures that appropriate risk mitigation policies and procedures are implemented by management. Whirlpool’s management is responsible for day-to-day risk management.
Whirlpool’s other corporate governance features include annual director elections, majority voting in director elections, proxy access, shareholder engagement, a global code of business conduct and ethics that applies to all employees, officers and directors, and annual evaluations by the Board of the effectiveness of the Board and its committees.