Northampton, MA –News Direct – Fifth Third Bancorp

One of our most valuable assets at Fifth Third is our reputation for integrity. We are judged by our conduct and we must act in a way that deserves the public’s trust.

We believe that a strong corporate governance program is the foundation for a sustainable and well-governed business. Accordingly, we continually assess our structures, processes and controls to ensure that they support and promote accountability, efficiency, transparency and ethical behavior.

BOARD OF DIRECTORS

Our board of directors oversees and guides our management team in the development of corporate strategy, risk management, corporate culture and other important aspects of our business, including ESG matters. In order to provide such oversight and guidance, we believe it is important that the board includes a substantial majority of independent directors, strong independent committee chairs and a wide range of backgrounds and experiences suited to the needs of the individual. changing needs of our business and our stakeholders. The average length of service of our directors is 6.3 years.

All of our directors are independent according to standards developed by the Nasdaq and included in our corporate governance guidelines, with the exception of our CEO and one director who was previously employed by Fifth Third and was CEO of MB Financial, Inc. We have an independent lead director. which is elected annually by the independent directors and facilitates independent oversight of management by the board.

At our 2021 annual meeting, our shareholders elected 15 directors, including five female directors, two black directors and one Latin director. Forty percent of our board is diverse in terms of ethnicity or gender, including our independent lead director and chair of the audit committee who are each female, and our chair of the technology committee who is Latino.

Our 2021 proxy statement includes information about the board and its committees and their respective responsibilities. It also includes a board skills and attributes matrix that outlines the various skills and attributes that each director contributes to the oversight of the company by the board. Eleven of our directors have experience in ESG matters, including all members of the nomination and corporate governance committee.

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Although evaluations take place on an ongoing basis, our directors go through an extensive annual evaluation process to ensure that board and committee oversight remains strong and that the mix of skills and experience on the board remains. appropriate. The assessment process includes one-on-one discussions between the lead independent director and other independent directors, comprehensive written board and committee assessments, and follow-up actions. It is important that our board of directors represent diverse backgrounds and experiences in business, government, education and technology. These candid reviews are an important part of sustainable governance and allow us to identify opportunities to improve our efficiency.

The NCG Committee, which oversees these board assessments, is also responsible for identifying and assessing potential director candidates using established criteria and our corporate governance guidelines.

Each director should possess the highest personal and professional ethics and integrity and should be dedicated to representing the interests of Fifth Third and our stakeholders. Directors must be willing to devote sufficient time to their roles and responsibilities. Directors are also required to complete annual ethics training.

It is important that our Board of Directors represents diverse backgrounds and experiences in business, government, education, technology and various fields relevant to our business. The NCG Committee carefully examines these and other factors, including judgment, diversity and skills, to determine a combination that best meets the needs of the Board and Fifth Third. Proactively considering diverse candidates is an important part of the NCG committee recruitment process and is a priority in our corporate governance guidelines.

ESG COMMITTEE

In 2020, the NCG Committee created the Environmental, Social and Governance Committee with a charter to oversee and review policies, programs, practices, strategies and approach to ESG matters that reflect the core values ​​of Fifth Third.

The ESG Committee monitors emerging risks and trends through communication with stakeholders and recommendations from independent organizations such as SASB, TCFD, GRI, World Economic Forum and the United Nations. In addition, the ESG Committee monitors ESG performance with major data providers and oversees topics related to climate strategy, sustainable finance and operational sustainability.

The committee is chaired by the Director of ESG Reporting and Analysis and includes the CFO, the Director of Human Resources, the Director of Risk, the Director of Inclusion and Diversity, the Director of Compliance and the director of investor relations, as well as representatives from each line. business, legal affairs and community development and social responsibility group. ESG updates are regularly sent to the NCG Committee as well as to the Board of Directors.

MANAGEMENT

Our management structure aims to facilitate effective leadership that meets our corporate standards, and promotes a strong corporate culture. We manage our organization on a sectoral basis, while maintaining strong corporate functions and appropriate governance. The highest management body in our company is Enterprise, which is responsible for developing and implementing corporate strategy and managing operations at the executive level. ESG updates are provided to Enterprise throughout the year.

Read Bancorp’s fifth ESG 2020 report in full online or visit the Bank’s ESG Investor Relations site.

See additional media and more ESG storytelling from Fifth Third Bancorp at 3blmedia.com

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