The Board of Directors shall be composed of individuals who have demonstrated significant achievements in business, education, the professions and/or public service. They must have the requisite intelligence, education and experience to make a significant contribution to the deliberations of the Board of Directors. In light of the Company's business, experience in consumer products and international business is of particular value. In addition, the membership of the Board of Directors should bring a broad range of experiences to the Board. Finally, at least a substantial majority of the members of the Board of Directors must satisfy the Company's director independence standards.
The overall ability and experience of individual Board candidates should determine their suitability. The following attributes should be considered as desirable in any candidate for the Board of Directors:
Enterprise Leadership Experience. A Board candidate should have extensive and relevant leadership experience, including current or prior service as the Chief Executive Officer, Chief Operating Officer or other high level executive of a complex public corporation or a comparable position in the nonprofit sector or government, as well as experience with strategy.
Relevant Sector Experience. Ideal Board candidates will have gained their leadership experience in sectors directly relevant to the company’s business, or in professional disciplines pertinent to the company’s key capability areas. This could include experience in one or more of the following:
a. Digital, Technology and Innovation - The Board candidate has experience with eCommerce, digital marketing, data and analytics, information technology or digital transformation, or relevant innovation experience including with new technologies, product development or scientific research.
b. Environmental and Social Responsibility - The Board candidate has experience with sustainability, social responsibility or human capital matters (including diversity, equity and inclusion issues and initiatives).
c. Finance - The Board candidate has a background in finance, including an understanding of accounting and financial reporting processes, complex financial transactions and/or strategic mergers and acquisitions.
d. Industry - The Board candidate has experience in the fast-moving consumer goods industry or other complementary field, such as public health.
International Experience. International experience (such as living and working outside of the United States) will in many cases be considered a significant positive characteristic in a Board candidate's profile. Understanding of the language and culture of non-English speaking countries is also important.
Corporate Governance. The Board candidate should have sufficient applicable experience to understand and fulfill the legal and other responsibilities of an independent director of a U.S.-based public company.
Diversity. In considering candidates for election to the Board of Directors, the Board should constantly be striving to achieve the diversity of the communities in which the Company operates, including with respect to race, ethnicity, gender, sexual orientation, gender identity and cultural background. The Board should also seek to create a board comprised of directors with diverse perspectives, skills and experiences when considering candidates for election.
Education. Generally, it is desirable that a Board candidate should hold an undergraduate degree from an accredited college or university. In some cases, it is further desirable for the candidate also to have earned a masters or doctoral degree. These educational criteria are not meant to exclude an exceptional candidate who does not meet these educational criteria.
Personal. The Board candidate should be of the highest moral and ethical character. The candidate must exhibit integrity, independence, objectivity and be capable of serving in the best interest of all of the Company’s stakeholders.
Individual Characteristics. The Board candidate should have the personal qualities to be able to make a substantial active contribution to Board deliberations. These qualities include intelligence, self-assuredness, a high ethical standard, interpersonal skills, independence, courage, a willingness to ask the difficult question, communication skills and commitment.
Availability. The Board candidate must be willing to commit, as well as have, sufficient time available to discharge the duties of Board membership. The Board candidate also must be able to comply with the Board's directorship limit and age requirements.
Compatibility. The Board candidate should be able to develop a good working relationship with other Board members and contribute to the Board's working relationship with the senior management of the Company.
Lack of Conflicts. The Board candidate should not currently be, or have been within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, as amended.
e. Regulatory - The Board candidate has experience working in a highly regulated industry, such as pharmaceutical, healthcare or insurance.
f. Risk Management and Cybersecurity - The Board candidate has experience with overseeing and managing risk management processes, including with respect to cybersecurity.