Governance of the Company Board Meetings
are concise and focused, and they include adequate time for discussion and
decision-making. An executive session of independent Directors, chaired by the Lead Director, is held at least annually, and in practice at most Board meetings. Mr. Tinggren ensures that the executive sessions are highly interactive and include
robust discussions on the Companys strategic and operational initiatives and related risks. They also include in-depth discussions on matters such as executive performance and succession planning. These discussions are key to informing the
Boards oversight role and appropriately challenging management.
Directors receive the agenda and materials for regularly
scheduled meetings in advance. Best efforts are made to make materials available as soon as one week in advance, but no later than three days in advance. When practical, the same applies to special meetings of the Board. Directors may ask for
additional information from, or meetings with, senior managers at any time.
Strategic planning and succession planning sessions are
held at least annually at a regular Board meeting, but such sessions often occur more frequently. Succession planning meetings focus on the development and succession of not only the CEO but also the other senior executives.
The Boards intent is for Directors to attend all regularly scheduled Board and committee meetings. Directors are expected to use their best
efforts to attend regularly scheduled Board and committee meetings in person. All independent Board members are welcome to attend any committee meeting.
The Board also participates in monthly update calls in the periods between Board meetings to keep the Directors current on important developments impacting the Company as well as the status of key strategic and operational
initiatives.
The Board also makes periodic visits to our facilities to learn more about our products and customers. For example, in
2019 members of the Board visited our Norman, Oklahoma manufacturing facility and testing lab to gain a deeper understanding of how technology is developed and integrated into our HVAC products. The Board also visited one of our field offices in
Houston, Texas to learn how we bring our products to market and serve our customers needs. The visit also included a tour of a major healthcare customer to observe how our HVAC products, fire and security systems, building management solutions
and employees operate in a mission critical environment.
Board and Committee Calendars
A calendar of agenda items for the regularly scheduled Board meetings and all regularly scheduled committee meetings is prepared annually by the
Chair of the Board in consultation with the Lead Director, committee chairs, and all interested Directors.
Board Communication
Management speaks on behalf of Johnson Controls, and the Board normally communicates through management with outside parties, including
shareholders, business journalists, analysts, rating agencies and government regulators. In certain circumstances Directors may also meet with shareholders to discuss specific governance topics. The Board has established a process for interested
parties to communicate with members of the Board, including the Lead Director. If you have any concern, question or complaint regarding our compliance with any policy or law, or would otherwise like to contact the Board, you can reach the Johnson
Controls Board of Directors via email at jciboard@jci.com. Depending upon the nature of the communication and to whom it is directed, the Secretary will: (a) forward the communication to the appropriate director or directors;
(b) forward the communication to the relevant department within the Company; or (c) attempt to handle the matter directly (for example, a communication dealing with a share ownership matter). Shareholders, customers, vendors, suppliers and
employees can also raise concerns at www.johnsoncontrolsintegrityhelpline.com. Inquiries can be submitted anonymously and confidentially.
All inquiries are received and reviewed by the Integrity Helpline manager, who is part of the Compliance function. A report summarizing all items received resulting in cases is prepared for the Audit Committee of the Board. The
Integrity Helpline manager directs cases to the applicable department (such as customer service, human resources, or in the case of accounting or control issues, forensic audit) and follows up with the assigned case owner to ensure that the cases
are responded to in a timely manner. The Board also reviews non-trivial shareholder communications received by management through the Corporate Secretarys Office or Investor Relations.
2020 Notice and
Proxy Statement 25