Governance

 
Detailed information regarding The Sherwin-Williams Company can be found on its website www.sherwin-williams.com and in its Annual Reports, Articles of Incorporation, Company Presentations and Press Releases.
 

Structure and Composition

G4-34 Governance structure of the organization, including committees of the highest governance body; Identification of any committees responsible for decision-making on economic, environmental, and social impacts.

 
Information regarding Sherwin-Williams’ Corporate Governance is described on the Corporate Governance web page. Information includes:
 
  • Board of Directors and Committees
  • Corporate Officers
  • Operating Management
  • Audit Committee Charter
  • Compensation and Management Development Committee Charter
  • Nominating and Corporate Governance Committee Charter
  • Corporate Governance Guidelines
  • Responsibilities of Lead Director
  • Majority Voting Policy
  • Director Independence Standards
  • Code of Conduct
  • Communication with Directors
  • Procedures for Shareholders to Recommend Director Candidates
  • Regulations of The Sherwin-Williams Company
  • Articles of Incorporation of The Sherwin-Williams Company
 

G4-35 Process for delegating authority for economic, environmental and social topics from the highest governance body to senior executives and other employees.

 
The Sherwin-Williams Board of Directors delegates authority for management of the company, including as it relates to economic, environmental, and social issues, to Corporate Officers. These executives further delegate authority to the relevant function or team within the company.
 

G4-36 Whether the organization has appointed an executive-level position or positions with responsibility for economic, environmental, and social topics, and whether post holders report directly to the highest governance body.

 
The Chief Executive Officer, who is appointed by the Board of Directors, is ultimately responsible for economic, environmental, and social rights topics.  A listing of all executive management can be found at the Sherwin-Williams executive level management webpage.
 

G4-37 Process for consultation between stakeholders and the highest governance body on economic, environmental, and social topics.

 
The Board of Directors has adopted a process by which shareholders and all other interested parties may communicate with the non-management directors, the Lead Director or the chairperson of any of the committees of the Board.  Communications may be sent by regular mail to the attention of the Lead Director; Chair, Audit Committee; Chair, Compensation and Management Development Committee; Chair, Nominating and Corporate Governance Committee; Chair or to the non-management directors as a group to the Non-Management Directors, each c/o Corporate Secretary, The Sherwin-Williams Company, 101 West Prospect Avenue, 12th Floor, Midland Building, Cleveland, Ohio 44115.  
 
Sherwin-Williams management will review all communications received to determine whether the communication requires immediate action.  Management will pass on all communications received, or a summary of such communications, to the appropriate director(s).
 

G4-38 Composition of the highest governance body and its committees.

 
Information regarding Sherwin-Williams Corporate Governance is described on the Corporate Governance web page and Annual Reports.
 

G4-39 Whether the Chair of the highest governance body is also an executive officer (and, if so, his or her function within the organization’s management and reasons for this arrangement).

 
Our Corporate Governance Guidelines provide that the same person should hold the positions of Chairman and Chief Executive Officer, except in unusual circumstances such as during a period of transition in the office of the chief executive officer.
 

G4-40 Nomination and selection process for the highest governance body and its committees, and the criteria used for nominating and selecting highest governance members.

 
In considering each director nominee and the composition of the Board of Directors as a whole, the Nominating and Corporate Governance Committee of the Board of Directors utilizes a diverse group of experiences, qualifications, attributes and skills, including diversity in gender, ethnicity and race, that the Nominating Committee believes enables a director nominee to make significant contributions to the Board, Sherwin-Williams and our shareholders. 
 

G4-41 Process for the highest governance body to ensure conflicts of interest are avoided and managed; report of whether conflicts of interest are reported to stakeholders.

 
Sherwin-Williams is committed to conducting business in an ethical and legal manner throughout the world. Sherwin-Williams directors, employees, agents and representatives are expected to act in accordance with the highest ethical and legal standards in all aspects of their Sherwin-Williams activities. Sherwin-Williams also expects the suppliers, independent contractors and consultants with whom we do business to adopt and to conform to similar values and standards. Reference the Code of Conduct.

 

Highest Governance Body's Role in Setting Purpose, Values, and Strategy
 

G4-42 Highest governance body’s and senior executives’ roles in the development, approval, and updating of the organization’s purpose, value or mission statements, strategies, policies, and goals related to economic, environmental, and social impacts.

 
Information regarding Sherwin-Williams’ Corporate Governance is described on the Corporate Governance web page and Annual Reports.

 

Highest Governance Body's Competencies and Performance Evaluation
 

G4-44 Process for evaluation of the highest governance body’s performance with respect to governance of economic, environmental and social topics; Whether each evaluation is independent or not, and its frequency, and if it is a self-assessment.; Actions taken in response to evaluation of the highest governance body’s performance with respect to governance of economic, environmental and social topics, including, as a minimum, changes in membership and organizational practice.

 
The Board’s Annual Self Assessment is detailed on page 10 of the Proxy Statement.

Additional Information regarding Sherwin-Williams’ Corporate Governance is described on the Corporate Governance web page and Annual Reports

 

Remuneration and Incentives
 

G4-49 Process for communicating critical concerns to the highest governance body.

 
The Board of Directors has adopted a process by which shareholders and all other interested parties may communicate with the non-management directors, the Lead Director or the chairperson of any of the committees of the Board.  Communications may be sent by regular mail to the attention of the Lead Director; Chair, Audit Committee; Chair, Compensation and Management Development Committee; Chair, Nominating and Corporate Governance Committee; Chair or to the non-management directors as a group to the Non-Management Directors, each c/o Corporate Secretary, The Sherwin-Williams Company, 101 West Prospect Avenue, 12th Floor, Midland Building, Cleveland, Ohio 44115.  
 
Sherwin-Williams management will review all communications received to determine whether the communication requires immediate action.  Management will pass on all communications received, or a summary of such communications, to the appropriate director(s).
 

G4-51 Remuneration policies for the highest governance body and senior executives for fixed pay and variable pay, sign-on bonuses or recruitment incentive payments, termination payments, claw backs, and retirement benefits (including the difference between benefit schemes and contribution rates for different types of employees); How performance criteria in the remuneration policy relate to the highest governance body’s and senior executives’ economic, environmental, and social objectives.

 
Compensation for members of the highest governance body is described in our Proxy Statement.
 
 

Ethics and Integrity
 

G4-56 Organization’s values, principles, standards and norms of behavior such as codes of conduct and codes of ethics.

 
Sherwin-Williams culture stems from our seven guiding values, which form the foundation of our company: Integrity, People, Service, Quality, Performance, Innovation and Growth. To continue to meet our commitment to our customers, partners and other stakeholders, we must ensure our actions always embody our guiding values, and that we maintain the highest levels of ethical behavior.
 
Sherwin-Williams is committed to conducting business in an ethical and legal manner throughout the world. Sherwin-Williams directors, employees, agents and representatives are expected to act in accordance with the highest ethical and legal standards in all aspects of their Sherwin-Williams activities. Sherwin-Williams also expects the suppliers, independent contractors and consultants with whom we do business to adopt and to conform to similar values and standards. Reference the Code of Conduct, Code of Ethics for Senior Financial Management, and Amendments to the Code of Conduct.  
 
The Code of Conduct has been translated into multiple languages. All employees are required to certify that they have read and understand the Code of Conduct.
 

G4-57 Internal and external mechanisms for seeking advice on ethical and lawful behavior, and matters related to organizational integrity, such as helplines or advice lines.

 
The Code of Conduct provides instruction on where to go for help or advice.
 

G4-58 Internal and external mechanisms for reporting concerns about unethical or unlawful behavior, and matters related to organizational integrity, such as escalation through line management, whistleblowing mechanisms or hotlines.

 
The Code of Conduct describes mechanisms for reporting concerns about unethical or unlawful behavior, and matters related to organizational integrity, such as escalation through line management, whistleblowing mechanisms or hotlines. An independent third party administers our ethics helpline and web portal. Country-specific phone numbers are provided in the Code of Conduct on page 41-42. To file a report online, go to sherwin.ethicspoint.com.