Board of Directors
Our Board of Directors
Whirlpool Corp. 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. The elements of our governance program include:
|Corporate Governance||Ethics and Compliance|
The Board and its committees review the following ESG issues at a regular cadence:
Climate (and Water)
Cybersecurity and Data Privacy
Enterprise Risk Management
Ethics & Compliance
Human Capital Management
Inclusion & Diversity
Our Board is composed of 12 directors, including an independent Presiding Director and one employee director who is 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, innovation, technology, human capital, cybersecurity and engineering leadership. During 2022, 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.
The Board regularly evaluates its 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.
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 two independent directors who joined the Board in the past four years bring fresh perspectives and critical skill sets 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. 36% of our independent directors are female, and 27% are racial or ethnic minorities.
Board and Executive oversight of ESG
Our Board is committed to overseeing the integration of ESG principles throughout Whirlpool Corp., 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 2022, the Board participated in a deep-dive session on our ESG initiatives and progress against our global sustainability commitments. 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 and 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 Assessment1 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.
1 Materiality, as used in this report, and our ESG materiality assessment process is different from the definition used in the context of filings with the U.S. Securities and Exchange Commission (SEC).