Board Composition and Oversight
ITW has a single-tier board of 11 directors, one of whom is our Chief Executive Officer. The Board of Directors includes two women and two African-American men, and all 10 non-executive directors are considered independent according to the NYSE definition.
ITW’s management, subject to oversight by our Board of Directors, structures, monitors and adjusts ITW’s sustainability efforts in the manner that best serves the interests of the Company and all of ITW’s stakeholders. The Board is responsible for overall risk oversight of the Company, which includes ITW’s strategic priorities as well as policies and goals related to environmental, social and governance matters. ITW’s Board receives periodic updates regarding the Company’s Corporate Social Responsibility (CSR) activities and initiatives and will periodically review the Company’s CSR strategy.
Each year, senior management reviews the long-range plans of our segments/divisions. These plans consider, as appropriate, long-term sustainability implications and the ability to meet customer needs related to sustainability and clean technology. In addition, ITW has a Director of Environmental Health, Safety & Sustainability (EHSS Director) with day-to-day environmental-related responsibilities, including overseeing the execution of ongoing environmental and regulatory compliance initiatives. Furthermore, management and the Board are dedicated to continuing to advance ITW’s commitment to global environmental sustainability and recognize the value in emissions disclosures and related environmental programs.
ITW partners with ERM-Environmental Resources Management Limited, a highly recognized international environmental and safety consulting firm, to systematically audit environmental and safety risk at its facilities. Once the audits have been completed, any identified issues are addressed and tracked using a defined process. Summary reports of the audits are provided to executive management. This is one of the means used by ITW to track compliance with all environmental and safety regulations, and it supports our culture of safety.
ITW has policies in place that reinforce our commitment to high standards of ethical conduct and human rights across our decentralized, global business operations. These policies and our strong culture have enabled ITW to operate with integrity for more than 100 years.
- Corporate Governance Guidelines ensure the Company is governed in a manner that serves the interests of its shareholders, colleagues and other stakeholders.
- Code of Ethics outlines ITW’s principles regarding fair, ethical and honest business dealings, full and fair disclosure, and compliance with applicable laws.
- Statement of Principles of Conduct describes the expected standard of behavior governing all ITW colleagues, businesses and subsidiaries around the world.
- Global Anti-Corruption Policy emphasizes the importance of complying with anti-corruption laws of all countries in which ITW and its divisions, subsidiaries, agents, consultants and affiliates operate.
- Conflict Minerals Policy seeks to assure that our products are conflict free.
- Supplier Code of Conduct requires our suppliers to adhere to laws against child or forced labor and laws governing wage and working hours, discrimination, environmental, health & safety and fair dealing.
- Supplier Expectations inform our suppliers that they are expected to focus on reducing their environmental impact, give back to their communities and support sourcing to diverse business sub-suppliers.
Reporting Ethics Concerns
ITW colleagues around the world are encouraged to share any ethics or compliance concerns with their local management teams. They may also submit reports directly to ITW’s ethics & compliance legal group or our vice president, chief audit executive.
ITW has partnered with EthicsPoint, an external third-party supplier, to provide a web- and telephone-based confidential reporting system in 20 countries. Web-based reporting is offered in 12 languages, and telephone-based reporting is offered in more than 200 languages. The EthicsPoint reporting system is also available to external stakeholders through a public domain website.
All reports are addressed promptly and thoroughly. The vice president, chief audit executive provides periodic updates to the Audit Committee of the Board of Directors.