GOVERNANCE

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:

  • Annual director elections, with a majority voting standard for election.
  • Diverse board composition: five female directors; four directors are people of color; lead independent director and two-thirds of committee chairs are ethnically diverse; all but two directors are independent.*
  • Active board refreshment and average board tenure of 6.7 years.*
  • Shareholders have the right to call special meetings.
  • Management proposals to remove legacy supermajority vote provision in charter.

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

For the first time, we are sharing our employment data by race/ethnicity, gender and job category — also known as EEO-1 data, which is submitted annually to the U.S. Equal Employment Opportunity Commission — as part of this integrated annual report.

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.

Adopted formal board diversity policy in fiscal year 2020.

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, risk management, 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 Sept. 14, 2020.