Governance and ESG Focus slide image

Governance and ESG Focus

Governance - Best-in-Class Board With Balanced Skill Set Deliberate Board Composition ■ Commitment to both continuity and fresh perspectives 7 of our 11 Directors have a tenure of 5 years or less¹ Average independent Director tenure of 4.7 years¹, compared to an S&P 500 average of 8.0 years ■ Director succession planning Conducted in the context of a skill set review Skill set used to identify and recruit Directors ■ The right set of skills and experience to set ADP's corporate strategy 8 of 10 independent Directors are current or former C-Suite of major public companies Leaders with significant technology experience (Peter Bisson, Linnie Haynesworth, Fran Katsoudas, Nazzic Keene, Tom Lynch, Bill Ready) Independent mindset and focus on accountability to shareholders 10 of 11 Directors are independent All Board Committees are composed of independent Directors Committed to formal shareholder engagement program 8 out of 10 independent Directors have shorter tenure than CEO Ongoing board refreshment Source: Spencer Stuart Board Index 2019 As of November 2020 Annual Meeting (10 independent directors; 1 management director) 1. 2. Skill set matrix as of 2020 Annual Meeting (11 Directors) Skill Set Aligns and Evolves With Corporate Strategy Director Skill Set² Business Operations Cybersecurity Enterprise Risk Management Financial Expertise Government/Regulatory HR Management/Compensation Investment Banking/Capital Markets Industry/HCM/HRO International Product Marketing / Product Management Public Company CEO Experience Other Public Company Board Experience 10 3 8 6 7 6 1 11 6 5 10 Strategic Planning Technology 11 Transformation Experience 9 Copyright ©2021 ADP, Inc. 15 ADP
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