WELLS FARGO COMPANYMN
For the period ended Apr 30, 2024. Filed Mar 18, 2024.
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Apr 30, 2024 · Filed Mar 18, 2024
Contents
Board Evaluation Process
Each year, our Board and each of its committees conduct a comprehensive self-evaluation in order to assess their effectiveness, review our governance practices and policies, and identify areas for enhancement. Our Board’s annual self-evaluation also is a key component of its director nomination process and succession planning.
Designing the Evaluation Process
The GNC, in consultation with our independent Chair, reviews and determines the overall process, scope, and content of our Board’s annual self-evaluation process. The GNC has continued to enhance the Board’s self-evaluation process based on director feedback, best practices, experience, and regulatory expectations.
Third-Party Assistance
We engaged a third party to facilitate the Board's self-evaluation in each of the past four years.
Each year, the GNC considers whether to engage a third party to assist the Board in conducting its self-evaluation. The process for 2023 included individual interviews with each of the directors by the third-party facilitator, individual conversations with our independent Chair, and discussions of the results of the Board and Committee self-evaluations with both the GNC and the Board.
Board Self-Evaluation Process
The following chart reflects the key components of the Board’s annual self-evaluation process. Additional information on the topics covered in the scope of the evaluation follows.
| 1 | Board and Committee Evaluation Survey Discussion Topics | 2 | One-on-One Director Discussions | 3 | Board and Committee Executive Sessions | 4 | Feedback Communicated and Acted Upon |
| Board and committee self-evaluation survey discussion topics are reviewed annually, including in light of best practices and regulatory expectations, and approved by the GNC and sent to each director to request feedback on various topics. · Individual meetings (typically with the independent Chair, the GNC Chair, or third-party facilitator, if applicable) are held with each director to obtain candid feedback about Board and committee performance, including the individual contributions of directors. · The independent Chair and the GNC Chair, or third-party facilitator, if applicable, lead a discussion of the results of the Board’s and the committees’ evaluations. Each Board committee chair leads a discussion of committee performance and effectiveness. · Any feedback for management is provided by the independent Chair and the GNC Chair, or third party, if applicable, on areas for improvement. Changes are implemented, as appropriate, and the status of changes made in response to the evaluation results and feedback is reviewed by the GNC and the Board. | |||||||
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Ongoing Enhancements Based on Self-Evaluation Results
We continue to make changes and enhancements based on feedback from the Board and Committee self-evaluations,
including in the following areas.
Quality of Management Reports: Expanded the scope of topics covered by management reports to the Board and committees.
Board and Committee Operations: Optimized Board and committee meeting materials and logistics for discussion of our business, strategy, regulatory matters, and key issues and risks.
Director Education and Training: Enhanced director training opportunities, including for recently onboarded directors.
| 2024 Proxy Statement | 43 |
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Topics Covered in the Scope of the Board Self-Evaluation
In 2023, the Board self-evaluation covered the following topics, among others:
| Board Performance and Effectiveness | Board Composition, Structure, and Meetings |
|---|---|
| •Board performance as a team, including active engagement of and challenges to management, and the quality of Board decision-making •Individual directors’ contributions and areas for improvement or enhancement•Quality and candor of Board discussions and deliberations, including encouragement of diverse views, potential improvement, and the level of preparedness •Quality of committee reports to the Board | •Board size and mix of skills, knowledge, experience, perspectives, tenure, background, and diversity among directors, including in light of changes in the Company’s strategy, risk profile, and risk appetite•Criteria for selecting new Board members, including priority skills, experiences, and backgrounds •Committee structure, including number, roles, and responsibilities•Frequency and quality of Board meetings and executive sessions•Board agenda planning, including content, organization, and time allocation |
| Management Interactions and Board and Committee Materials | Key Board Responsibilities |
| •Quality, level of detail, timeliness, and usefulness of Board materials and management reporting at and prior to Board and Committee meetings and potential enhancements•Access to management and quality and effectiveness of those interactions•Responsiveness of senior management and other staff to Board feedback •Escalations from management and opportunities for enhancing Board practices of addressing escalated matters•Level and performance of staff and related support for Board meetings and functions | •Communication with the CEO•Board members’ knowledge of the Company •Board’s role in determining and monitoring Company strategy, including the process, format, and materials for the Board’s strategy sessions•Board evaluation of the CEO and management, including compensation, and management succession planning•Board refreshment and Board succession planning•Board members’ knowledge of and access to information regarding industry, regulatory, and economic trends |
| Tone at the Top | Effectiveness of Risk Management, including Compliance and Operational Risk Management |
| •Board’s role in establishing the tone at the top•The current tone as compared to what the tone should be•Level of consistency of the tone throughout the organization | •Communications with management related to the Company’s risk tolerance, risk management, and controls•Board oversight of independent risk management (including compliance and operational risk) and front-line control functions•Quality of reports to the Board relating to risk management |
| Board Leadership Structure | Individual Director’s Views and Preferences |
| •Independent Chair’s performance, leadership, ideal characteristics, and potential successors | •Individual director’s views on his or her current role on the Board and its committees•Personal performance assessment as a Board member and ideas for enhancement |
| Training and Orientation | Access to Third-Party Advisors |
| •Form of director training and effectiveness of past training sessions and programs•Specific areas in which the Board and Committees would benefit from additional training or education•Quality of the orientation program for new Board and Committee members | •Board access to third-party advisors and consultants•Appropriate level of reliance on third-party advisors and consultants |
| Governance and Best Practices | |
| •Governance practices, including review of the Board’s Corporate Governance Guidelines•Best practices for boards generally, including based on directors’ observations in other board contexts | |
| 44 | Wells Fargo & Co. |
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