WELLS FARGO & COMPANY/MN
For the period ended Dec 31, 2024. Filed Mar 19, 2025.
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Dec 31, 2024 · Filed Mar 19, 2025
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. Topics reviewed generally include Board performance and effectiveness, Board composition, Board leadership structure, and training and orientation. Our Board’s annual self-evaluation also is a component of its director nomination process and succession planning.
Designing the Evaluation Process
The GNC, in consultation with our independent Board 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
In 2024, we engaged a third party to facilitate the Board's self-evaluation.
Each year, the GNC considers whether to engage a third party to assist the Board in conducting its self-evaluation. The process for 2024 included individual interviews with each of the directors by the third-party facilitator, individual conversations with our independent Board Chair and each committee chair, and discussions of the results of the Board and committee self-evaluations with the Board.
Board Self-Evaluation Process
The following chart reflects the key components of the Board’s annual self-evaluation process.
| 1 | Board and Committee Self-Evaluation Survey Discussion Topics | 2 | One-on-One Director Discussions | 3 | Board and Committee Review of Feedback | 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 Board 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. · During Board and committee executive sessions, the independent Board 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 committee chair leads a discussion of committee performance and effectiveness. · Any feedback for management is provided by the independent Board 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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