compensation policies and procedures. To provide for effective oversight of the Companys strategy, initiatives and policies regarding environmental, social and governance (ESG)
matters, the Board consolidated the review and oversight of ESG matters within the G&N Committee. As part of this responsibility, the G&N Committee assists the Board in fulfilling its oversight responsibility with respect to environmental,
health and safety (EH&S) risks and programs and diversity, equity and inclusion efforts, each of which are reviewed by the G&N Committee at least twice per year. The G&N Committee is also charged with reviewing and
recommending governance policies and procedures, including Board and Committee structure, leadership and membership, that ensure independence of the Board as it exercises its corporate governance and risk oversight roles. In addition, the G&N
Committee reviews transactions pursuant to our Related Person Transaction Policy (which is further described in Other Governance Policies and PracticesRelated Person Transaction Policy).
The Boards Role in ESG Oversight
Valvoline recognizes the importance of being a good corporate citizen and we strive to run our business in a responsible manner, reduce our environmental impact and
create a diverse and vibrant workforce. We believe that ESG matters are intimately intertwined with our business and believe that a strategy that recognizes the importance of each ESG pillar is in the best interests of Valvoline and our
stakeholders.
As part of the G&N Committees oversight responsibilities related to ESG matters, the G&N Committee reviewed and discussed a number of
ESG matters with members of the Valvoline Leadership Team (VLT) and ESG Steering Committee in fiscal 2022. These topics included EH&S matters, including Valvolines sustainability initiatives, carbon reduction strategy and
targets, and safety performance; ethics and compliance, including Valvolines focus on anti-bribery/corruption, data protection and privacy compliance, and key legal compliance risks and initiatives to mitigate such risks; diversity, equity and
inclusion, including corporate targets, training and education, and charitable giving to diverse organizations; and governance matters, including corporate governance responsibilities of the Board, overseeing the CEO and senior management succession
planning process, and reviewing trends in corporate governance.
On December 2, 2022, the Company announced that it has established an internal ESG and Equality
Council (the Council) that will guide and support the Companys continued progress on ESG initiatives as the Company transitions into a pure-play retail services business. The Council will report to the G&N Committee and be led
by Julie ODaniel, Senior Vice President, Chief Legal Officer and Corporate Secretary of the Company. Valvoline Director, Carol Kruse, and other senior executives will join the Council. The Council will focus on strengthening the Companys
commitment to diversity, equity and inclusion and will work to further Valvolines efforts to integrate sustainability into the Companys business operations.
Other Governance Policies and Practices
Overview of Governance Principles
We are committed to adhering to sound corporate governance practices. We have adopted Corporate Governance Guidelines, which include our Related Person Transaction
Policy. These Guidelines provide the framework for our Boards governance of the Company and include a general description of our Boards purpose, responsibilities and member qualification standards. As further discussed in
Valvolines Board of DirectorsIndependence, our Corporate Governance Guidelines require that at least two-thirds of our directors be independent. Our Related Person Transaction
Policy requires our directors and executive officers to identify annually and on an as needed basis potential transactions with related persons or their firms that meet certain criteria set forth in our Related Person Transaction Policy.
We also require compliance with our code of business conduct, entitled Global Standards of Business Conduct, which applies to all of our directors and
employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. Our Global Standards of Business Conduct promote honest and ethical conduct, compliance with
applicable laws, rules and regulations, prompt reporting of violations of the standards set forth therein and full, fair, accurate, timely and understandable disclosure in reports filed with the SEC.
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PROXY STATEMENT 21 |
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