Executive Compensation Program Overview slide image

Executive Compensation Program Overview

The Board Recommends a Vote AGAINST Each Shareholder Proposal See pages 111-112, 114, 115- 116, and 117-118 of our Proxy for our statements in opposition Shareholder Proposal Key Points Climate Transition Report Fossil Fuel Lending Policy Annual Report on Prevention of Workplace Harassment and Discrimination Policy on Freedom of • • • • • • Association and • Collective Bargaining We have taken meaningful steps since announcing our net- zero goal. We published interim emissions targets for 2030 for our Oil & Gas and Power sectors and our methodology for aligning financial portfolios to the Paris Agreement goals. We intend to augment our targets with high-level transition plans that outline categories of actions we expect to take to meet these targets. Achieving net-zero GHG emissions by 2050 requires concerted action-we are focused on working with clients in a broad range of sectors, including the Oil & Gas sector, to provide the financial services needed to support an orderly energy transition. We intend to continue financing the energy needs of today while appropriately managing associated environmental and social risks and funding the development of cleaner energy sources. We have policies and programs that are comprehensive and regularly reinforced. The proposed annual report would not provide meaningful information on our efforts to prevent workplace harassment and discrimination. • • • • We are monitoring evolving regulatory requirements and market practices on the public disclosure of transition plans. Our independent work on transition plans is proceeding in general alignment with Net-Zero Banking Alliance guidelines and practical guidance from groups like the Glasgow Financial Alliance for Net Zero. We provide meaningful disclosures on this topic, as noted. Our interim target was designed to capture substantially all emissions in the value chain, including those associated with the ultimate consumption of oil and gas produced by our clients. The requested policy runs counter to our efforts to partner with Oil & Gas sector clients in the energy industry's transformation. We respect employees' rights under applicable local laws related to freedom of association and collective bargaining. Our policies do not prohibit employees from forming or joining labor organizations or collectively bargaining, nor do they prohibit employees from discussing wages, benefits, and terms of employment. • • Since 2020, we do not require arbitration for sexual harassment claims; and we do not include the types of confidentiality clauses identified in the proposal in the agreements employees sign when hired. The annual report would require a level of disclosure that is not common practice among our peers or the broader market. The proposed policy is unnecessary and not in the best interests of our employees or shareholders. Employees are encouraged to raise concerns and feedback through various avenues. 10
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