Corporate governance

Accountability in action

For 125 years, Dow has built an invaluable asset: our reputation for operating with the highest ethical standards. Dow’s values of Respect for People, Integrity and Protecting Our Planet are fundamental to how we work and all that we do. Adhering to these values helps us create and maintain a culture that supports sustainable business success and growth and serves as the foundation of our corporate governance.

At Dow, we take pride in our strong corporate governance structure and firmly believe that our corporate governance practices create long-term value for our stockholders, strengthen accountability and build trust in our company.

Our approach and corporate governance structure

Independent Board oversight of strategy, risks and opportunities.

Maintaining a Board with diverse backgrounds and relevant skills and experiences.

Engaging regularly and receiving feedback from stakeholders, including stockholders, customers, suppliers and employees.

Aligning ESG strategy and goals with the company’s largest areas of enterprise risk and opportunity.

Designing compensation programs to support our business and ESG strategy.

Ensuring a culture of integrity through an effective code of conduct and ethics program.

Recent ESG corporate governance actions

Dow continually evaluates enhancements to our corporate governance structure, ESG and executive compensation practices through our engagement with key stakeholders – including our stockholders.

5

new members of Dow’s board in the last 3 years are women or U.S. ethnic minorities

Continued to outpace S&P 500 for board diversity with

33 percent

Women

33 percent

U.S. ethnic minorities

Reinforced

Board oversight of ESG and accountability

in the responsibilities of our Board committees

Strengthened the link between

ESG progress and compensation

through annual employee compensation programs

Improved

climate risk disclosures

and GHG intensity metrics for better comparison to peers

Comprehensive ESG disclosures aligned

to GRI, GHG Protocol, TCFD, SASB and WEF

Driving performance with strong leadership and governance

BOARD COMMITTEE RESPONSIBILITIES

The Board actively oversees and engages with management in stewardship of the company’s strategy, ESG leadership, ESG risk management and overall performance. All Board committees are comprised of independent directors and have clearly defined board oversight responsibilities. The Board currently has four Committees: Audit Committee; Compensation and Leadership Development Committee; Corporate Governance Committee; and Environment, Health, Safety & Technology (EHS&T) Committee.

BOARD OVERSIGHT

At Dow, leading corporate governance begins with a strong, independent Board with the right skills and experiences, clearly defined committee roles and responsibilities, active engagement with company leadership, and oversight of the company’s corporate policies, strategy and overall performance. Our Board is responsible for broad corporate policy and overall performance of the company through oversight of management and stewardship of the company. Among other duties, the Board appoints the company’s officers, assigns to them responsibility for management of the company’s operations, and reviews their performance.

Board of Directors

Portrait of Jim Fitterling

Jim Fitterling

Chairman and Chief Executive Officer, Dow

Portrait of Richard K. Davis

Richard K. Davis

President and Chief Executive Officer, Make-A-Wish America; Lead Director, Dow Inc.

Portrait of Samuel R. Allen

Samuel R. Allen

Former Chairman and Chief Executive Officer, Deere & Company

Portrait of Gaurdie Banister Jr.

Gaurdie Banister Jr.

Former President and Chief Executive Officer, Aera Energy LLC

Portrait of Wesley G. Bush

Wesley G. Bush

Former Chairman and Chief Executive Officer, Northrop Grumman Corporation

Portrait of Jerri DeVard

Jerri DeVard

Former Executive Vice President and Chief Customer Officer, Office Depot, Inc.

Portrait of Debra L. Dial

Debra L. Dial

Senior Vice President and Controller, AT&T Inc.

Portrait of Jeff M. Fettig

Jeff M. Fettig

Former Chairman and Chief Executive Officer, Whirlpool Corporation

Portrait of Jacqueline C. Hinman

Jacqueline C. Hinman

Former Chairman, President and Chief Executive Officer, CH2M Hill Companies

Portrait of Luis Alberto Moreno

Luis Alberto Moreno

Managing Director, Allen & Co LLC; Former President, Inter-American Development Bank

Portrait of Jill S. Wyant

Jill S. Wyant

President and Chief Executive Officer, Madison Indoor Air Quality

Portrait of Daniel W. Yohannes

Daniel W. Yohannes

Former U.S. Ambassador to the Organisation for Economic Co-operation and Development

Accelerating performance through a diverse and independent board

The strong connection between the financial and operational results of companies with diverse boards and business and ESG performance is clear. Dow continues to lead the way in this area, bringing not just a diverse Board to the table, but also one with a broad spectrum of expertise and experience. Our Board brings a valuable range of outlooks, opinions and experiences to governing and problem-solving for Dow.

Collectively, our Board brings a balance of relevant skills, professional experience, and diversity of backgrounds to effectively oversee Dow’s business. All 12 of our directors have significant expertise, including risk management, along with critical qualifications that align with the current needs of the company as summarized below: 

8 of 12 Public company executive/CEO experience
Directors who have held executive leadership positions in a public company possess an understanding of public company regulations, strategy and risk management.

7 of 12 Manufacturing and industry experience
Directors who have experience in the industry and markets served by the company offer valuable perspective for operations.

8 of 12 Technology and science expertise
Directors who have expertise in the science or technology fields, including digital, e-commerce and cybersecurity, are particularly important given the company’s focus on digitalization, research and innovation.

6 of 12 Environmental experience
Directors with environmental, sustainability or climate related experience strengthen the Board’s oversight of environmental policies, ESG initiatives and reporting.

7 of 12 Public policy experience
Directors with public policy and government experience have key insight into the role of regulatory issues and government affairs affecting the company.

9 of 12 Financial and accounting expertise
Directors with an advanced understanding of finance and accounting provide strong oversight of the company’s preparation of financial statements and risk management.

10 of 12 Corporate governance experience
Directors with public company board experience enhance the Board’s corporate governance practices.

7 of 12 Social experience
Directors with social experience strengthen the Board’s oversight of ID&E, corporate citizenship, social responsibility, ESG initiatives and reporting.

Meet our independent lead director

We are also committed to Board independent leadership and have a strong independent lead director with clearly defined responsibilities. This structure provides effective leadership, management accountability and alignment with long-term interests of our stockholders.

Hear more from our Lead Director, Richard K Davis

In 2021, Richard K. Davis was appointed lead director of Dow’s Board of Directors. Davis brings a deep familiarity of Dow, its Board and its committee structure to the role, along with a strong rapport with other Board members. He also brings global business and leadership experiences as a former chairman and chief executive officer of a public company, U.S. Bancorp, and is particularly knowledgeable about industries subject to extensive regulation, including risk management. In addition, he has extensive experience and knowledge of international business operations, financial services and capital allocation, which is particularly important given the global presence and financial aspects of Dow. Davis is currently president and chief executive officer of Make-A-Wish America. In addition to his tenure with Dow’s Board, Davis has additional public company board experience, resulting in additional corporate governance and compensation experience, financial expertise and board leadership experience.

Q&A with Richard Davis

We talked with our Lead Director to learn Richard’s perspectives about how strong governance helps drive value today and tomorrow for Dow and its stakeholders.

From your perspective as Lead Director, what qualifications and skills are crucial for an effective board?

Richard: First, a most effective board is one of diverse thought and diverse backgrounds and the Dow Board represents that perfectly. We also continually review and assess the talent we need on the Board to ensure we have critical experience and background represented. As a result, we regularly bring on new directors, adding fresh viewpoints and important skillsets, like expertise in large capital projects, risk management, ESG matters, and global finance. Each director brings unique experiences to the table and gives us an outside-in view of the organization and insights into the different perspectives of our stakeholders.

As Chair of the Audit Committee, in your view, what elements are essential to effective and strong corporate governance?

Richard: The primary role of the Audit Committee is to oversee the quality of the performance of the organization and then the quality of reporting about that performance. Our reporting needs to be clear and transparent to our stakeholders so they can understand not just what we’re doing, but also how we’re doing it. We need to make certain our stakeholders have confidence that we’re properly managing risks, like climate change and cybersecurity, and that we have the right internal controls in place to ensure reliability and integrity of our reporting and disclosures. We also continually evaluate and improve. For example, we recently enhanced our ESG reporting and disclosures through improved carbon emissions and circularity reporting, and improved climate risk disclosures and greenhouse gas intensity metrics.

What is the role of Dow’s Board of Directors in ensuring Dow has the right business strategy in place to create long-term value for our shareholders while protecting their long-term interests?

Richard: As a Director at Dow, one of our more important responsibilities is to evaluate the performance of the company right now to ensure sure that we’re doing all that we can to be the great company we promised to be. The other responsibility is strategic. We look ahead to ensure we’re making the decisions and putting plans in place to be even stronger five or 10 years from now. Then we need to convey our strategy clearly to our stakeholders, including our shareholders, so they can be excited about not just the company they own today but the one that they will own in the future. For example, we recently shared our planned pathway to reducing carbon and greenhouse gas emissions, while growing the company, which will continue creating strong value for all our stakeholders.

Why is strong corporate governance so important?

Richard: At Dow, we know that strong corporate governance is critical to achieving our ambition to become the most innovative, customer-centric, inclusive, and sustainable materials science company in the world. This begins with a strong, independent Board with the right skills and experiences, clearly defined committee roles and responsibilities, active engagement with company leadership, and oversight of the strategy and overall performance. As a Board, we execute these responsibilities and focus on Dow’s strategic initiatives to continuing financial growth, ESG progress, and driving long-term shareholder value.

Why does the Board engage directly with Dow’s stakeholders?

Richard: The only way we can achieve our ambition is by engaging with our stakeholders, including our shareholders, to fully understand their feedback and ensure we continue to serve their interests. As Lead Director, I enjoy the opportunity to meet with investors, shareholders and other stakeholders. I share their perspectives and viewpoints with the Board, and that enhances our decision-making and helps guide our oversight and input into a broad range of important topics, including board and management team composition and effectiveness, business strategy development, company performance, and risk management.

How those the Board view Dow’s ESG goals and performance?

Richard: As a Board, in addition to financial excellence and integrity, we know that our progress in ESG matters. These topics - like advancing inclusion and equity, plastics circularity and a zero-carbon economy – are top of mind with our shareholders and, in fact, all our stakeholders. At Dow, we are in a leading position and recognized as one of the most progressive companies in this area. We are proud to share our progress with our stakeholders as well as our commitment to continuous improvement both now and in the future. For example, to create even greater accountability for ESG progress, we recently enhanced the link between ESG performance and our compensation programs. I know I am personally proud of being part of a mission to do well by doing right.

Learn more about our corporate governance, initiatives and framework.

Stay Informed
2022 Proxy Statement

Stay Informed
Board of Directors

Stay Informed
Board Committees

Engaging our global stakeholders

Engaging our global stakeholders regularly and establishing collaborative partnerships allows us to build a clear understanding of complex global challenges and risks where we operate and do business. We continually evaluate enhancements to our corporate governance, ESG, and compensation practices by engaging key stakeholders – including stockholders, customers, non- government organizations and regulators – for their feedback. The fundamental principles of Dow’s ongoing engagement strategy are:

  • Information sharing and disclosure
  • Participating in active dialogue
  • Collaborating on issues of mutual interest
  • Acting on input provided from stakeholders
Here’s what we did recently

Continued our focus on Board succession planning, reinforcing our commitment to a diverse and highly qualified board.

Added expertise and experience by electing two new Directors in 2021 and an additional new Director in 2022.

Reinforced ESG oversight and accountability in the responsibilities of our Board committees.

Strengthened the link between our ESG progress and compensation through annual employee compensation programs.

Progressed against our commitment to continuous improvement of ESG reporting and disclosures, with comprehensive disclosures aligned to the independent standards and metrics of GRI, TCFD, Sustainability Accounting and Standards Board (SASB) and World Economic Forum.

Increased clarity of our ESG reporting and disclosures through improved carbon emissions and circularity reporting, climate risk disclosures and GHG intensity metrics for better comparison to peers.

Board’s role in the oversight of ESG risk management

See our disclosures section for further information on external initiatives, stakeholder engagement, and association memberships.

Balancing impacts, risks and opportunities

Risk management is considered a strategic priority within Dow, and our ability to manage risks creates opportunities as well, such as climate-related efforts like reducing carbon emissions. Corporate-level identification and management of risk is systematically accomplished using an integrated Enterprise Risk Management approach. Responsibility for managing risks rests with executive management. The Board and its committees provide oversight.

Committee Areas of risk management oversight responsibility
Audit Committee Risk management process; management and effectiveness of accounting, auditing, external reporting, compliance and internal controls, and cybersecurity.
Compensation and Leadership Development Committee Executive compensation and benefits policies, practices and disclosures, succession planning, work environment and culture
Corporate Governance Committee Director independence, refreshment and succession planning, overall Board effectiveness, potential conflicts of interest and other governance, reporting and compliance matters
Environment, Health, Safety & Technology Committee Environment, health and safety policies and operations, emerging regulatory developments, reporting and compliance matters

Board’s role in the oversight of risk management

See our disclosures section for further information on risk factors that are material to Dow and related to ESG. A complete statement of risk factors can be found on page 21 of the 2021 Form 10-K, filed with the SEC on February 4, 2022.

Compensation practices that support our enterprise strategy

Our compensation programs are intended to motivate and retain our employees while generating strong operating results and creating alignment with the long-term interests of our stockholders. Executives participate in the same programs and benefits as all employees. Pay and company performance, including ESG performance, are closely linked. For more information on our compensation practices, see our 2022 proxy statement.

Prioritizing ethics and compliance

Integrity is one of Dow’s core values alongside Respect for People and Protecting Our Planet. These values reflect who we are as a company and how we conduct business. Our people hold themselves and each other responsible for operating ethically and honestly, no exceptions. Our governance practices reflect our commitment to serve all stakeholders, cultivate a culture of trust and accountability, and to create a business environment that ensures the long-term viability and vitality of our business.

CODE OF CONDUCT

As the global economy expands and the business environment increases in complexity, the Dow Code of Conduct, adopted by the Board, provides a framework to educate our employees about our values and ensure they abide by the law and are highly principled and socially responsible in all our business practices. The Code of Conduct guides behavior and sets expectation for ethical conduct on matters ranging from health and safety in the workplace, to conflicts of interest, bribery and corruption, to sustainability and citizenship.

Reporting & disclosures

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