1The Board Charter establishes the Board's responsibility for overall stewardship, creating long-term shareholder value, and overseeing corporate culture, management, strategy, and risk.
2The Board has four standing committees: Audit Committee, Governance, Nominating and Sustainability Committee, Talent Oversight and Compensation Committee, and Technology Committee, each with specific delegated responsibilities.
3The Board Chair must be an Independent Director, and the positions of Board Chair and Chief Executive Officer cannot be occupied by the same person except on an interim basis.
4The Board provides shareholders with an annual advisory vote on the company's approach to executive compensation and must engage with shareholders if significant opposition is indicated.
5The Board is responsible for overseeing cybersecurity risk exposures across Enterprise, Manufacturing, and Product domains and ensuring effective systems to anticipate, detect, and respond to threats.
6The company maintains a Code of Conduct & Ethics applicable to all employees globally, with mechanisms for reporting concerns including a Magna Hotline operated by an independent third party.