Governance and ESG Focus slide image

Governance and ESG Focus

Governance - Responsive to Shareholder Feedback Board & Governance Executive Compensation Risk Management Corporate Social Responsibility • ° • Topics of Discussion Board composition, self-assessment, and refreshment process Governance practices and oversight structures (proxy access proactively adopted in Aug 2016) Compensation program and practices, including ADP's shift to using Net Income instead of EPS to measure LTIP goals Performance metric selection and weighting, pay mix, and peer group selection Enterprise risk management structure and how the Board oversees the risk assessment process Sustainability efforts and the underlying economic rationale for our ESG initiatives ADP Actions Taken Ongoing Board Refreshment: New Board members joined in April 2018, May 2019, April 2020 and November 2020 Committee chair and membership rotations (November 2018, 2019 and 2020) Reduced the % of the voting power of the company's outstanding shares required to call of special meeting of shareholders from 33% to 25% (August 2020) Amended Corporate Governance Principles to adopt more stringent overboarding policy (April 2018) Shareholder friendly Equity Plan (November 2018) Compensation peer group refinements for FY'18 Approved freeze of corporate officer supplemental retirement plan as of July 1, 2019 (previously closed to new entrants in FY'14) Ongoing enhanced risk management disclosures in proxy statement including in the areas of cyber, privacy and HCM Announced enhanced financial disclosures at 2018 Investor Day, which began FY'19 Issued second Corporate Social Responsibility report in November 2019 Copyright 2021 ADP, Inc. 13 ADP
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