ACCO BRANDS Corp

Oversees (1) the integrity of our financial statements and our accounting and financial reporting processes, (2) the independence and qualifications of our independent auditors, (3) the performance of the independent auditors and our internal audit function, and (4) our compliance with legal and regulatory requirements not specifically delegated to other Board committees. As part of its responsibilities, the Audit Committee, among other things:

•

retains and oversees an independent, registered public accounting firm to serve as the Company's independent auditors and monitors the independence and performance of our independent auditors;

•

approves the scope of audit work and reviews reports and recommendations of our independent auditors;

•

discusses with our independent auditors our annual and quarterly financial statements and meets separately with our independent auditors on a quarterly basis;

•

reviews internal audit staffing levels, qualifications and annual expense budgets, and oversees our internal audit function;

•

reviews the annual internal audit plan, summaries of key reports and updates on the results of internal audit work;

•

pre-approves all audit and permissible non-audit services to be provided by our independent auditors in accordance with policies and procedures established and maintained by the Audit Committee;

•

reviews and discusses with management our financial statements and quarterly and annual reports to be filed with the SEC, including any significant issues regarding financial statement presentation and judgments, as well as our earnings announcements and related materials;

•

reviews and discusses with management major issues regarding accounting and auditing principles and practices, significant changes in the Company’s selection or application of accounting principles and the effect of any pending or newly implemented regulatory and accounting initiatives on the Company’s financial statements;

•

reviews and discusses with management the adequacy and effectiveness of our disclosure controls and procedures and our internal control over financial reporting, including any material weaknesses, significant deficiencies or changes in internal controls;

•

discusses with management, the internal auditors and the independent auditor, the Company’s policies and procedures governing risk assessment and risk management;

•

oversees management’s policies and procedures related to (i) managing risks associated with the preparation of the Company’s financial statements, (ii) identifying, assessing and managing the Company’s data security risks, cybersecurity threats and data integrity, including the adequacy and effectiveness of disclosure controls and procedures associated with cybersecurity incident monitoring and reporting, (iii) business continuity and disaster recovery, and (iv) except as delegated to the Finance and Planning Committee, financial risk assessment and risk management, and discusses with management the Company’s major financial risk exposures and the steps taken to monitor and control such exposures;

•

establishes and oversees procedures for receiving and responding to concerns regarding accounting, internal control over financial reporting and auditing matters; and

•

reviews and approves (or ratifies where appropriate) certain related-party transactions.

Oversees compensation and benefit programs for our executive officers and other members of senior management, with a view towards attracting, motivating, and retaining high-quality leadership and compensating those individuals in a manner that is aligned with stockholder interests, consistent with competitive practices, commensurate with performance and in compliance with the requirements of appropriate regulatory bodies. Our programs also support the Company's human capital strategies related to its strategic business plans and social responsibility goals. As part of its responsibility, the Compensation and Human Capital Committee, among other things:

•

establishes the Company's compensation philosophy;

•

considers the impact of say-on-pay vote outcomes and stockholder engagement feedback on executive compensation;

•

reviews and approves, at least biennially, the compensation Peer Group used to establish executive pay levels and design practices and assess relative performance;

•

reviews and approves the use of cash and equity incentives, as well as the metrics used for short- and long-term incentives and the range of performance requirements and payout caps for each incentive program;

•

annually reviews and recommends to the Board of Directors the compensation of our CEO and evaluates his performance, and establishes and approves the compensation for our other executive officers;

•

oversees our independent compensation consultant services to the organization;

•

administers and reviews the Company's incentive compensation plans; determines and approves, or recommends for approval, grants of awards under such plans to executive officers; and delegates, at its discretion, to the CEO the authority to grant equity-based and incentive awards to non-executive employees;

•

oversees and, where applicable, administers the Company's health and benefit and defined benefit, retirement and supplemental retirement plans, including the Company's 401(k) plan;

•

exercises the Board of Directors' authority with respect to employment, compensation, severance and change-in-control arrangements or agreements with executive officers, and, if applicable, other key employees as it may determine, and oversees management's administration of such agreements or arrangements;

•

oversees the succession planning and management development processes for all executive officers and makes recommendations to the Board of Directors in connection with succession planning for our CEO;

•

oversees the development of human capital strategies in support of the Company's strategic business plan;

•

monitors progress toward the Company's achievement of its social sustainability goals (the “S” in ESG), e.g., pay equity, diversity and inclusion, and employee engagement;

•

assesses risk management practices with respect to the Company's executive compensation program;

•

administers and periodically reviews the incentive compensation recoupment or forfeiture policies applicable to the Company’s executive officers and from time-to-time updates or makes recommendations to the Board regarding updates to such policies; and

•

establishes and reviews guidelines requiring our executives and other officers to maintain certain levels of stock ownership in the Company.

Develops and oversees the Company's corporate governance policies and provides advice with respect to corporate governance, the rights and interests of stockholders and other stakeholders; oversees the Company's corporate social responsibility and environmental sustainability programs; and identifies, reviews and recommends qualified candidates for election to the Board of Directors and its committees. As part of its responsibility, the Nominating, Governance and Sustainability Committee, among other things:

•

annually reviews and, if desirable, recommends changes to the Company's Corporate Governance Principles;

•

reviews and provides recommendations with respect to the composition and structure of the Board of Directors and the duties, powers, composition and structure of the Board's committees;

•

establishes and reviews criteria relating to the qualifications, candidacy, service and tenure of directors and the procedures for the consideration of director candidates recommended by the Company's stockholders;

•

identifies and evaluates potential director candidates and recommends nominees for election or re-election as members of the Board of Directors;

•

establishes and reviews criteria and qualifications for membership on the Board's committees and recommends directors for membership on such committees;

•

together with our Lead Independent Director or Independent Chairman, as applicable, manages the annual performance review process of the Board of Directors and the Board's committees;

•

annually reviews and may make recommendations regarding compensation arrangements for non-employee directors, and administers the Company's non-employee director deferred compensation plan;

•

develops, recommends and periodically reviews the non-employee director stock ownership guidelines;

•

oversees management's administration of the Company's ERM; and

•

oversees management's administration of the Company's corporate social responsibility and environmental sustainability programs (ESG) and periodically evaluates the effectiveness of, and makes recommendations regarding, the Company's environmental, social and governance programs, policies and initiatives.

Assists the Board of Directors in fulfilling its responsibilities to monitor and oversee the Company's financial affairs with respect to the Company's capital structure, investments, business and financing plans and policies, as well as financing requirements. The Finance and Planning Committee also evaluates specific financial proposals, plans, strategies, transactions and other initiatives. As part of its responsibility, the Finance and Planning Committee, among other things:

•

reviews the capital structure and financing requirements of the Company, as well as the Company's debt ratings and bank credit facility arrangements, and makes recommendations to management concerning the Company's liquidity needs;

•

reviews and approves the Company's policies related to the use of hedging and derivative instruments, including, among other things, approving any future authorizations for the Company and its subsidiaries to enter into swaps;

•

reviews and makes recommendations to the Board on strategic actions under consideration by the Company, including any proposed acquisitions or divestitures, mergers, joint ventures or strategic alliances or investments (including the financing thereof) or other actions to maintain or enhance stockholder value, where more in-depth consideration may be warranted than is practical for the whole Board to undertake;

•

reviews and makes recommendations to management regarding the annual business plan, the Company's dividend policy, and proposals regarding equity or debt transactions or proposed strategic or other extraordinary actions under consideration; and

•

annually reviews the funding and investment performance of the Company's defined benefit, retirement and supplemental retirement plans, including the Company's 401(k) plan.