LOEWS CORP
For the period ended May 13, 2025. Filed Apr 2, 2025.
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May 13, 2025 · Filed Apr 2, 2025
Contents
Board Evaluation Process
Our Board undertakes an annual self-evaluation process to determine whether the Board and its Committees are functioning effectively and what, if any, action could improve Board and Committee performance.
Among other things, the Board’s annual self-evaluation includes consideration of:
| ▪ | the Board’s structure and process, including the Board’s size and meeting schedule, whether Board deliberations are open and constructive, whether adequate time is scheduled for executive sessions, the adequacy of notice and supporting materials for meetings, the process for selecting new director candidates and the knowledge and experience of directors; |
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| ▪ | the Board’s Committee structure, including the current Committee structure—consisting of Executive, Audit, Compensation and Nominating and Governance Committees, the adequacy of Committee charters and the scope of Committee activities, the Committee chairs and members and Committee communications to the full Board; |
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| ▪ | the Board’s access to parent company and subsidiary management; and |
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| ▪ | strategic goals, including the Board’s opportunity to evaluate and review with management corporate strategy and goals and the adequacy of information to understand the strategic and other risks facing the company. |
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To facilitate individual director evaluations, each director is encouraged to provide feedback to the lead independent director, the Chair of the Board, the Chief Executive Officer or the Corporate Secretary regarding other directors, including with respect to their experience, tenure and qualifications, commitment to the Board and its Committees, level of preparation for and participation in meetings, independence, industry and business knowledge and other relevant topics.
Each of the Audit, Compensation and Nominating and Governance Committees also perform a self-evaluation on an annual basis. The Committee self-evaluations include consideration of similar topics as the full Board’s self-evaluation.
In addition to these formal self-evaluations, our independent directors regularly meet in executive sessions chaired by our lead director, which facilitates the ability of independent directors to fulfill their responsibilities and provides a structure for communicating any concerns that independent directors may have.
| 14 | Loews Corporation 2025 Proxy Statement |
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