​​A Public Company

Grace has established policies for governance by its Board of Directors, officers and employees. Grace adheres to legal and ethical considerations in the daily course of business. 

The Board has determined that all directors, with the exception of Mr. Festa and Mr. La Force, are independent under New York Stock Exchange rules. All members of each committee are independent. In addition, the Board has determined that all members of the Audit Committee are financial experts as defined by the rules of the Securities and Exchange Commission.

Committee Charters​

• Audit Comm​ittee​
  
• Comp​ensation Committee​
• Nominating and Governance Committee
• Corporate Responsibility Committee

 By-laws

• W. R. Grace & Co. By-laws 

Corporate Governance Policies and Code of Ethics

Grace has established corporate governance principles, business ethics and conflicts of interest policies to help employees in their daily business interactions. The policies reaffirm Grace's commitment to comply with all applicable laws and be governed by the highest level of business ethics. In addition, the company operates a confidential hotline and mailbox for use by employees, customers, vendors or other interested persons.

• Corporate Governance Principles​​​
• Business Ethics Policy
• Conflicts of Interest Policy​

Committee Composition

Below is a summary of our committee structure and membership information.

Chairperson    Member

	Audit	Compensation	Nominating & Governance	Corporate Responsibility
​Robert F. Cummings, Jr.	​	​	​	​
​Diane H. Gulyas	​	​	​	​
​Julie Fasone Holder​	​	​	​	​​
Jeffry N. Quinn	​​	​	​	​
Christopher J. Steffen	​​	​	​	​
Mark Tomkins	​​	​	​	​
​Shlomo Yanai	​	​	​	​

Ethics and Integrity in Action Hotline Phone Numbers

As part of the company's Business Ethics Policies, the Board of Directors has established a confidential hotline that employees, customers, vendors or other interested persons can use to anonymously report violations of, or express concerns regarding compliance with, any of the company's ethics policies (including, but not limited to, any matters involving accounting, internal accounting controls, audit matters or fraud).

The hotline is available toll-free from more than 30 countries and is staffed 24x7 by multilingual case managers.

In addition to the hotline, you may express your concerns or inquire about Grace's Corporate Governance by contacting:

1. Your normal contact at the company; or
2. The General Counsel and Chief Ethics Officer (listed below); or
3. The Chair of the Audit Committee (listed below); or
4. The Lead Independent Director (listed below).

Mark A. Shelnitz
Senior Vice President, General Counsel and Secretary & Chief Ethics Officer
7500 Grace Drive
Columbia, MD 21044
+1 410.531.4000

Mark E. Tomkins
Chairman of the Audit Committee of W. R. Grace & Co.
c/o 7500 Grace Drive
Columbia, MD 21044
+1 312.914.9799

Christopher J. Steffen
Lead Independent Director
c/o 7500 Grace Drive
Columbia, MD 21044

The Ethics and Integrity in Action Hotline is available toll-free by:

1. First dialing an access code based on your location (see table below)
2. Followed by the toll-free number: 866.458.3947.

Alternate Contact Information
Regardless of country, interested persons can also report concerns via e-mail, postal service and Internet:

E-Mail:
reportline@tnwinc.com

Mail:
The Network, Inc.
333 Research Court
Norcross, GA 30092
United States

Web Address:
www.tnwinc.com/reportline/international