Under its charter, the Governance Committee responsibilities include:

  • review candidates’ qualifications for Board membership consistent with criteria determined by the Board;
  • consider the performance and suitability of incumbent directors for re-election and recommend to the Board a slate of nominees for each annual meeting of shareholders and candidates to be appointed to the Board as necessary to fill vacancies and newly created directorships;
  • make recommendations to the Board as to directors’ independence and related person transactions;
  • make recommendations to the Board concerning the functions, composition and structure of the Board and its committees;
  • recommend the frequency of Board meetings and content of Board agendas;
  • advise and make recommendations to the Board on corporate governance matters, including the Corporate Governance Guidelines and the annual self-assessments process for the Board, its committees and its directors;
  • administer the Code of Business Conduct and Ethics for Non-Employee Directors and monitor directors’ compliance with our stock ownership guidelines;
  • oversee policies and programs related to corporate citizenship, social responsibility and public policy issues significant to Mondelēz International such as sustainability and environmental responsibility; food labeling, marketing and packaging; and philanthropic and political activities and contributions; and
  • monitor issues, trends, internal and external factors and relationships that may affect Mondelēz International’s public image and reputation.
Governance, Membership and Public Affairs Committee Charter