2019 Integrated Annual Report
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Corporate Governance

A commitment to strong corporate governance allows others to maintain trust in our company and brands and enables us to create long-term shareholder value.

Some examples of Clorox’s adherence to best practices in governance include the following:

  • Board makeup: All but one independent, 33% female and 33% ethnically diverse directors.*
  • Annual director elections, with a majority voting standard for election.
  • An average board tenure of 7.4 years.

The company also has demonstrated an openness to stockholder feedback, considering and in some cases adopting recent changes to governance guidelines:

  • Proxy access for a shareholder or a group of up to 20 shareholders who have owned at least 3% of outstanding capital stock for at least three years to submit director nominees for up to 20% of board seats.
  • Amendments to bylaws to provide the right to hold special meetings.
  • Management proposal to remove supermajority provisions from Clorox's certificate of incorporation.

Our governance framework is overseen by an experienced board of directors. The directors bring with them expertise in diverse areas that include operations, finance, regulatory, strategy and governance, enabling them to serve as responsible stewards of the company. Through active outreach with stockholders, our lead independent director also stays informed of the issues that are most important to our investors.

*As of June 30, 2019