Governance-And-Ethics Governance-And_Ethics_Mobile
Supported by unwavering management commitment and engaged Board oversight, we will operate our business with a demonstrated commitment to the highest level of ethical conduct, everywhere in the company and every day. This commitment is reinforced by strong policies and practices related to fair, ethical and honest business dealings, robust governance, and compliance with applicable laws, while demonstrating respect for human rights at ITW and throughout our supply chain.

Board and Management Oversight of CSR

Our single-tier Board is composed of 11 directors: our Chief Executive Officer and 10 independent directors as defined by the NYSE. We have a strong independent lead director. Our directors are highly qualified, with a diversity of skills, backgrounds and perspectives, and they regularly express their independent views. Of the 11 directors, two are female and two are African-American men. The Board believes that its structure and composition of highly experienced and engaged independent directors provide effective oversight of the Company’s management.

The Board has an active role in the Company’s overall strategies. The Board also conducts an annual review of the Company’s corporate governance practices and periodically reviews the Company’s CSR strategy. Furthermore, the Board is responsible for overall risk oversight of the Company, which includes certain environmental, social, supply chain and governance matters. To this end, ITW’s Board receives periodic updates regarding the Company’s CSR-related initiatives and progress.

ITW’s management team, subject to oversight by our Board, structures, monitors and adjusts ITW’s CSR efforts in a manner that is consistent with our core values, and in a manner that best serves the interests of the Company and all of ITW’s stakeholders. Each year, senior management reviews the long-range plans of our segments and divisions. These plans consider, as appropriate, long-term CSR implications and the ability to meet customer needs related to sustainability and clean technology.

In addition, ITW’s Director of Environmental Health, Safety & Sustainability has day-to-day environmental-related responsibilities, including overseeing the execution of ongoing environmental, safety and regulatory compliance initiatives. Within our decentralized culture, and within our CSR framework, each division selects the most appropriate environmental management methodology and safety program that best suit its business needs.

Read more about our Board composition and oversight as well as our strong governance profile in our 2019 Proxy Statement.

Our Policies

Rooted in our values of Integrity, Respect and Trust, we set high ethical standards for our Company and partners that help us deliver best-in-class performance. We regularly review and update, as appropriate, our policies governing ethical conduct and responsible behavior in order to support our sustainable and continued success. Corporate Governance Guidelines ensure the Company is governed in a manner that serves the interests of our 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. It also outlines our commitment to compliance with human rights laws, including those against slavery, human trafficking and child labor. These standards are also applied to our suppliers through our Supplier Code of Conduct and in our standard purchase order terms and conditions found on

Safety Policy stipulates that we strive every day to foster a proactive safety culture through the execution of our Enterprise Safety Strategy, which is based on a philosophy that every accident is preventable and with a shared goal of zero accidents.

Environmental & Sustainability Policy reinforces ITW’s commitment to global environmental sustainability reflected in the following priorities: improving our environmental performance on an ongoing basis; working with suppliers who operate with similar dedication to global environmental sustainability; and partnering with our customers in innovating solutions that address their needs for environmentally responsible products.

Global Anti-Corruption Policy emphasizes the importance of complying with anti-corruption laws of all countries in which ITW and our divisions, subsidiaries, agents, consultants and affiliates operate.

Human Rights Policy reinforces our commitment to demonstrating respect for human rights at ITW and throughout our supply chain, and it applies to all ITW colleagues and locations worldwide and to others who may act on ITW’s behalf.

Conflict Minerals Policy seeks to assure that our products remain conflict free.

Supplier Code of Conduct requires our suppliers, vendors and contractors to operate consistently with our high ethical standards and respect for human rights. This Code applies all relevant aspects of ITW’s Statement of Principles of Conduct to our suppliers. Among their requirements, our suppliers are required to adhere to applicable laws, including those concerning child or forced labor, wage and working hours, discrimination, environmental, health and safety, and fair dealing. Furthermore, our suppliers are required not to engage in corruption, and they commit to fully comply with all applicable anti-corruption laws and regulations of the countries in which they operate.

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 partners 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.