Ensuring Strong
Corporate
Governance

Board Oversight and Diversity

Our board of directors works in partnership with our management team to serve all stakeholders, including our clients, employees, communities, and vendors, as well as our shareholders. The board provides oversight by monitoring our strategy and performance, selecting our independent auditors, overseeing our internal audit function, and setting senior management compensation.

Our board of directors provides oversight of our organization through five committees: Audit, Risk, Compensation, Nominating and Governance, and Executive. Committee charters may be found here. All of our board committees are chaired by independent directors. Two of our committees are chaired by women or persons of color.

Majority Vote Standard

Under our bylaws, a director nominee must receive more votes “for” than “against” to be elected in an uncontested election. If an incumbent director fails to receive a majority of votes cast, that director must tender his or her resignation, which will be given prompt consideration by the Nominating and Governance Committee. Under our Corporate Governance Guidelines, the Nominating and Governance Committee and the board may consider any factors they deem relevant in deciding whether to accept a director's resignation. The board will promptly disclose its decision regarding the resignation and the basis for the decision.

Corporate Governance Guidelines

Our board of directors has established Corporate Governance Guidelines to reflect the board's commitment to sound and effective governance. Our Corporate Governance Guidelines, which address director selection and performance as well as board structure and operation, are intended to assist the board in the exercise of its governance responsibilities and serve as a framework for the governance of our company.

Risk Management

We utilize a comprehensive enterprise risk management framework to identify, assess, measure, monitor, report, and control risks across our organization, including social and environmental risks. The board's Risk Committee is responsible for oversight of our risk management process. Our Executive Risk Committee, which consists of our executive leadership team and reports directly to our board's Risk Committee, determines our risk appetite, monitors key risk indicators, and assesses and monitors current and emerging risks. Our enterprise risk management framework is overseen by our Chief Risk Officer, who reports to our CEO. You can find more information about our risk oversight and a description of the principal risks overseen by board committees in our Proxy Statement.

In addition, management has established internal committees that provide strategic direction and oversight for various elements of our business that contribute to our risk management activities, including:

• Asset/Liability Management Committee
• Disclosure Committee
• Investment Committee
• Compliance Committee
• Funding and Liquidity Committee
• Capital Management Committee
• Fraud Risk Committee
• Vendor Management Committee
• Technology Risk Committee
• Business Continuity Committee

Environment, Social, and Governance Oversight

Our board of directors has responsibility for overseeing policies, programs, and strategies related to environmental, social, and governance (ESG) matters. Board committees also play an important role in oversight of ESG matters. The board's Nominating and Governance Committee oversees our policies and practices on significant issues of governance, corporate social responsibility, and sustainability. The Compensation Committee assists the board in the oversight of our human capital management strategy, including strategies and initiatives on diversity, equity and inclusion, employee well-being, and engagement.