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Governance

     

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Grace governance is led by its Board of Directors. We have established corporate governance principles, business ethics, and conflicts of interest polices to guide 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, Grace's Environment, Health, and Safety (EHS) Management System is Grace company policy, with all appropriate audit and compliance procedures.

BOARD LEADERSHIP

The standing committees of the Board of Directors are the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, and the Corporate Responsibility Committee.

Full descriptions of our committee structure, charters, by-laws, and selected policies are located here.

Audit Committee – Mark Tomkins serves as the chair of Audit Committee. With his background as a Chief Financial Officer of multiple public companies, Mr. Tomkins brings to our board substantial governance and oversight experience developed as a director of public companies. He served as Senior Vice President and Chief Financial Officer of Innovene, a petrochemical and oil refining company controlled by BP that is now part of the INEOS Group, from 2005 until 2006. He served as Chief Financial Officer of Vulcan Materials Company from 2001 to 2005 and CFO of Great Lakes Chemical (now Chemtura) from 1998 to 2001. Prior to joining Great Lakes Chemical, Mr. Tomkins held various mid- and upper-level financial positions with AlliedSignal (now Honeywell) and Monsanto Company. Mr. Tomkins is a certified public accountant. He is a director of ServiceMaster Global Holdings, Inc. and a director of Klockner Pentaplast Group. Mr. Tomkins was formerly a director of Elevance Renewable Sciences Inc., a privately held renewable polymer and energy company and of CVR Energy, Inc. He is currently a private investor.  

Compensation Committee – Diane H. Gulyas chairs our Compensation Committee. Ms. Gulyas brings to our Board substantial and varied management experience and strong knowledge of engineering, manufacturing (domestic and international), marketing, and non-U.S. sales and distribution gained as a senior executive of one of the world's largest chemical companies. Ms. Gulyas has governance and oversight experience from her service as a senior executive of a public company and her prior service on a public company board. Ms. Gulyas served as President of the performance polymers business of E.I. du Pont de Nemours and Company which included DuPont's engineering polymers, elastomers and films business units from 2009 to 2014. Ms. Gulyas joined DuPont in 1978 and progressed through positions of increasing responsibility including a variety of sales, marketing, technical and systems development positions, primarily in DuPont's polymers business. Ms. Gulyas has served as Vice President and General Manager for DuPont's advanced fiber business and as Group Vice President of DuPont's electronic and communication technologies platform. In 2004, Ms. Gulyas was named Chief Marketing and Sales Officer of DuPont, responsible for corporate branding and marketing communications, market research, e-business, and marketing/sales capability worldwide. Ms. Gulyas is a director of Mallinckrodt Pharmaceuticals and Expeditors International of Washington, Inc. and served as a director of Navistar International Corporation until 2012. 

Nominating and Governance Committee – Christopher J. Steffen chairs our Nominating and Governance Committee. With his background as a financial and operational leader with companies with global operations in various industries, he brings to our Board substantial governance and oversight experience developed as a director of multiple public companies. Mr. Steffen served as Vice Chairman of Citicorp and its principal subsidiary, Citibank N.A., until 1996. He is currently a private investor. Mr. Steffen served as a director of Viasystems Group, Inc. and Platinum Underwriters Holdings, Ltd. until 2015 and served as a director of Accelrys, Inc. until 2012. Previously, Mr. Steffen served as Senior Vice President and Chief Financial Officer of Eastman Kodak and Executive Vice President and Chief Financial and Administrative Officer and director of Honeywell.

Corporate Responsibility Committee – Julie Fasone Holder chairs the Corporate Responsibility Committee of the Board of Directors. During her career, Ms. Holder ran multi-billion-dollar business portfolios for The Dow Chemical Company and became Senior Vice President and Chief Marketing, Sales, and Reputation Officer. As the first or only woman in almost every role she held, she was known for her passion to help the company build a more diverse and inclusive workforce. She was instrumental in the launch of the company's women's networks in the U.S., Middle East, India, and China and for being a forceful advocate and sponsor for women in the company. Ms. Holder developed and teaches executive education courses for the Eli Broad College of Management at Michigan State University including Executive Leadership for Women, Strategies to Enhance Success, and Women As Change Agents. 


POLICIES AND DELEGATION OF AUTHORITY 

A comprehensive set of policies and procedures is an important part of establishing and maintaining effective internal controls. Policies are prepared under the direction of the Board of Directors and the Chief Executive Officer, and are made available to all employees. Easily accessible, up-to-date policies help provide an authoritative guide to Grace's business philosophy, structure, requirements for authorization of various transactions, as well as statements of business practices and policies in specific areas.

An overview explaining matters such as application to subsidiaries and joint ventures, delegations of authority, statements of Grace business practices and policies, as well as procedures for the issuance and use of policies, is provided to all employees in a Grace Policy and Organization Guide.

Employees are invited to suggest changes in the substance or format of any policy at any time, by contacting the Legal department.


INTERNAL AUDIT 

Grace continuously seeks to improve results, manage risk, and strengthen the trust among our employees, customers, and investors. The Internal Audit team provides independent, objective, and high-quality assessment of Grace's system of internal controls and processes. Internal Audit team members partner with leaders and managers as consultants to meet shared strategic goals by strengthening internal controls and reducing risks associated with our financial, operational, and compliance processes. Internal Audit finds solutions to potential issues through system and process audits and advisory engagements.

Internal Audit conducts an annual risk assessment and identifies assurance and advisory projects based on input from management, knowledge of the enterprise risks, understanding and analysis of the strategic plan and annual operating plan, and knowledge of planned changes to the company including system implementations, functional transformations, and acquisitions.

Management requests Internal Audit's assistance after the annual plan has been set. These could include both assurance and advisory projects that have surfaced because of an issue or emerging risk. As the need arises, Internal Audit investigates potential fraud or other violations of company policy based on a report (ethics hotline, email or call to Human Resources, Legal, or Internal Audit) or audit finding.