Governance
Disclosure 102-18 Governance structure
Sherwin-Williams’ governance structure, including with respect to environmental, safety, sustainability, ESG and corporate social responsibility policies, objectives and practices, is described on pages 6-7 of Sherwin-Williams’ 2019 Corporate Social Responsibility Report, available at www.sherwin.com. Additional information about our Board of Directors, Board Committees and governance structure may be found in our Corporate Governance Guidelines, Committee Charters, 2020 Proxy Statement and other materials, available at investors.sherwin.com.
Disclosure 102-19 Delegating authority
Sherwin-Williams’ governance structure, including with respect to environmental, safety, sustainability, ESG, and corporate social responsibility policies, objectives and practices, is described on pages 6-7 of Sherwin-Williams’ 2019 Corporate Social Responsibility Report, available at www.sherwin.com.
Disclosure 102-20 Executive-level responsibility for economic, environmental and social topics
Because sustainability is integral to Sherwin-Williams’ business and stakeholders, our Sustainability Steering Committee is comprised of members of our executive team and other senior leaders across the organization, including those within the areas of Environmental, Health, and Safety and Regulatory Affairs, Legal, Investor Relations, Corporate Communications, Human Resources, Global Supply Chain, Global Sustainability and Global Operations. The Sustainability Steering Committee drives alignment across the organization to address emerging Environmental, Social, and Governance (ESG) risks and opportunities and periodically receives updates regarding the progress and initiatives of the Sustainability Council. The Sustainability Council is led by our Vice President of Global Sustainability and consists of six working groups formed to address the five most prominent topics identified in our materiality assessment — which identified, prioritized and validated the ESG topics most significant to the Company — as well as governance structure and processes.
While management is responsible for assessing and managing our exposure to various risks, the Board of Directors has responsibility for the oversight of risk management. Our Board committees assist the Board with its overall risk management oversight responsibility by reviewing specific risk areas, such as sustainability and other ESG risks. The Nominating and Corporate Governance Committee of the Board has specific oversight responsibility for risks related to our environmental, safety, sustainability and corporate social responsibility policies, objectives and practices. Management, including members of the Sustainability Steering Committee, periodically reviews our policies, objectives and practices concerning these risks with the Committee. These reviews have included updates from management regarding the progress and results of our recently completed materiality assessment.
Additional information regarding Sherwin-Williams’ governance structure and recently completed comprehensive materiality assessment may be found on pages 5 – 7 of Sherwin-Williams’ 2019 Corporate Social Responsibility Report, available at www.sherwin.com.
Disclosure 102-21 Consulting stakeholders on economic, environmental and social topics
Sherwin-Williams’ Board of Directors has adopted a process by which shareholders and all other interested parties may communicate with the Lead Director, the chairperson of any of the committees of the Board, or the non-management directors as a group. For additional information about this process, please refer to Sherwin-Williams’ Corporate Governance Guidelines, available at investors.sherwin.com.
Disclosure 102-22 Composition of the highest governance body and its committees
Information regarding Sherwin-Williams’ Board of Directors and Board Committees may be found in the Corporate Governance section of our Investor Relations website, investors.sherwin.com, and in Sherwin-Williams’ 2020 Proxy Statement.
Disclosure 102-23 Chair of the highest governance body
Our Corporate Governance Guidelines provide that the same person should hold the positions of Chairman and CEO, except in unusual circumstances, such as during a period of transition in the office of the CEO. The Board believes this structure provides the most efficient and effective leadership model. A combined Chairman and CEO role provides clear insight and direction of business strategies and plans to both the Board and management, which facilitates the efficient and effective functioning of the Board and our company. The Board also believes we can most effectively execute our business strategies and plans if our Chairman is a member of our management team, providing unified leadership and focus.
Our Corporate Governance Guidelines also provide that, if the Chairman is not an independent director, the independent directors of the Board will annually elect an independent director to serve as Lead Director. The Board believes a Lead Director improves the Board’s overall performance by enhancing the efficiency of the Board’s oversight and governance responsibilities and by supporting the relationship between the CEO and the independent directors.
Sherwin-Williams Corporate Governance Guidelines are available at investors.sherwin.com.
Disclosure 102-24 Nominating and selecting the highest governance body
Information regarding Sherwin-Williams’ Board of Directors, Board Committees and the processes for identifying, evaluating and recommending potential director candidates may be found in the Corporate Governance section of our Investor Relations website, investors.sherwin.com, and in Sherwin-Williams’ 2020 Proxy Statement.
Disclosure 102-25 Conflicts of interest
As part of Sherwin-Williams’ Code of Conduct, directors and employees are expected to make business decisions and take actions based upon the best interests of Sherwin-Williams and not based upon personal relationships or benefits. Sherwin-Williams Code of Conduct may be found at investors.sherwin.com. Information regarding the Board of Directors’ process for identifying and evaluating conflicts of interest, including in connection with Sherwin-Williams’ Related Person Transactions Policy, please refer to Sherwin-Williams’ 2020 Proxy Statement available at investors.sherwin.com.
Disclosure 102-26 Role of highest governance body in setting purpose, values and strategy
Information regarding Sherwin-Williams’ Board of Directors and Board Committees may be found in the Corporate Governance section of our Investor Relations website, investors.sherwin.com, and in Sherwin-Williams’ 2020 Proxy Statement.
Disclosure 102-27 Collective knowledge of highest governance body
Biographical information regarding each member of our Board of Directors, as well as the particular experiences, qualifications, attributes and skills that led the Board to conclude each director should serve on the Board may be found in Sherwin-Williams’ 2020 Proxy Statement, available at investors.sherwin.com.
Disclosure 102-28 Evaluating the highest governance body’s performance
Sherwin-Williams’ Board of Directors has instituted annual self-assessments of the Board, as well as the Audit Committee, Compensation and Management Development Committee and Nominating and Corporate Governance Committee, to assist in determining whether the Board and its committees are functioning effectively. For additional information regarding the annual self-assessment process, please refer to Sherwin-Williams’ 2020 Proxy Statement, available at investors.sherwin.com.
Disclosure 102-29 Identifying and managing economic, environmental and social impacts
Sherwin-Williams remains committed to continuous improvement, including addressing material issues that we as a company — and our stakeholders — believe are critical to our vitality and success. Information regarding Sherwin-Williams’ most recently completed comprehensive materiality assessment and our governance structure may be found on pages 5 – 7 of Sherwin-Williams’ 2019 Corporate Social Responsibility Report, available at www.sherwin.com.
Disclosure 102-30 Effectiveness of risk management processes
Information regarding Sherwin-Williams’ governance structure, the Board of Directors’ responsibility for the oversight of risk management, and the Board Committees’ review of specific risk areas to assist the Board with its overall risk management oversight responsibility may be found on pages 6 – 7 of Sherwin-Williams’ 2019 Corporate Social Responsibility Report, available at www.sherwin.com, and in Sherwin-Williams’ 2020 Proxy Statement, available at investors.sherwin.com.
Disclosure 102-31 Review of economic, environmental and social topics
Information regarding Sherwin-Williams’ governance structure may be found on pages 6 – 7 of Sherwin-Williams’ 2019 Corporate Social Responsibility Report, available at www.sherwin.com.
Disclosure 102-32 Highest governance body’s role in sustainability reporting
The Nominating and Corporate Governance Committee of the Board of Directors has specific oversight responsibility for risks related to Sherwin-Williams’ environmental, safety, ESG, sustainability and corporate social responsibility policies, objectives and practices. Additional information regarding Sherwin-Williams’ governance structure may be found on pages 6 – 7 of Sherwin-Williams’ 2019 Corporate Social Responsibility Report, available at www.sherwin.com.
Disclosure 102-35 Remuneration policies
For information regarding Sherwin-Williams’ executive and director compensation programs, arrangements, policies and practices, please refer to Sherwin-Williams’ 2020 Proxy Statement, available at investors.sherwin.com.