Significance
Importance To Berry Global and our Stakeholders
Our commitment to strong corporate governance helps ensure our company is ethical, transparent, and accountable, thereby fostering trust among our internal and external stakeholders by signalling our commitment to responsible business practices.
Effective and responsible governance policies, procedures and practices provide the necessary structure to identify and manage environmental, social, financial, legal, operational, reputational and other risks and identify associated opportunities, with an objective to drive effective long-term strategic planning.
Our Customers: Effective corporate governance promotes ethical and responsible operations and minimizes the risk of errors or unethical behavior that could potentially harm customers' interests. Our approach to corporate governance includes effective risk management strategies and stringent quality control measures designed to ensure our products meet or exceed customer expectations for safety, sustainability, and overall performance.
Our Investors: Corporate governance directly impacts long-term value creation and risk tolerance. Through transparency, accountability, and ethical decision-making, we help reduce the potential for reputational and financial risks.
Our Approach
Our corporate governance approach is built on principles of integrity, accountability, and effective and ethical decision-making. We believe that our Board of Directors has diverse experience across risk management, strategic planning, and responsible business practices, and this diversity enables a well-rounded perspective on sustainable growth. Moreover, our company's governance structure ensures our Nominating and Governance and Compensation and Talent Development Committees are responsible for overseeing Environmental, Social, and Governance-related (ESG) issues and reporting to the Board.
Our risk management strategy revolves around a comprehensive Enterprise Risk Management (ERM) Program that engages all levels of the organization in daily risk identification and management, and our incident response procedures promote agility if challenges arise. Our governance structure operates with a collaborative approach, promoting responsible risk management and sustainable perspectives as part of our decision-making process.
Highlights and Target Progress
| Target | 2023 Progress |
| Increase the number of global Ethics Ambassadors to 50 worldwide across a diverse set of roles and levels within the organization to promote local governance execution |
In 2023 the number of global Ethics Ambassadors was 21 as we work towards our goal of 50. |
Key Metrics
The below metrics reflect the data presented in our latest Proxy Statement.
|
Corporate Governance |
||||||
| Current Status¹ | ||||||
| Board Composition | Number and Percentage of Directors by category | |||||
| Number | Percentage | |||||
| Age: 40-55 | 3 | 25% | ||||
| Age: 56-65 | 5 | 42% | ||||
| Age: 66+ | 4 | 33% | ||||
| Tenure: Less than 5 Years | 5 | 42% | ||||
| Tenure: 5-7 Years | 2 | 17% | ||||
| Tenure: More than 7 Years | 5 | 42% | ||||
| Gender: Male Directors | 9 | 75% | ||||
| Gender: Female Directors | 3 | 25% | ||||
| Racial Diversity: Underrepresented Minorities | 2 | 17% | ||||
| Skills and Experience: Executive Leadership | 11 | 92% | ||||
| Skills and Experience: Operations and Supply Chain | 8 | 67% | ||||
| Skills and Experience: International Business Experience | 9 | 75% | ||||
| Skills and Experience: Strategic Planning and M&A | 12 | 100% | ||||
| Skills and Experience: Risk Management | 11 | 92% | ||||
| Skills and Experience: Capital Allocation | 11 | 92% | ||||
| Skills and Experience: Finance | 12 | 100% | ||||
| Skills and Experience: Human Capital Management | 11 | 92% | ||||
| Skills and Experience: Information Technology / Security | 7 | 58% | ||||
| Skills and Experience: Packaging Industry | 9 | 75% | ||||
| 2021 | 2022 | 2023 | ||||
| Political Contributions | Amount ($) | Amount ($) | Amount ($) | |||
| Direct or Indirect Political Contributions | 0 | 0 | 0 | |||
| CEO Pay Ratio | 2023 | |||||
| Compensation comparison | Amount ($) | |||||
| Total Annual Compensation for Median Employee | $63,811 | |||||
| Total Annual Compensation for Chairman and CEO Tom Salmon | $11,710,612 | |||||
| Ratio | Change from Previous Year | |||||
| CEO to Median Employee Pay Ratio | 184 | 21.1% | ||||
| Ethics Ambassadors | 2021 | 2022 | 2023 | |||
| Number of employees |
||||||
| Number of Global Ethics Ambassadors | No Data | 21 | 21 | |||
1. Data is based on the status of Board Composition effective following the 2024 Annual Meeting, as outlined in our latest Proxy Statement.
Key Strategies
Board Oversight
Effective board oversight of ESG matters is crucial for ensuring that sustainability and responsible business practices are integrated into our strategic decision-making processes.
The Compensation and Talent Development Committee oversees the company's social sustainability matters, including aspects of diversity, equity, and inclusion strategy, initiatives, and disclosures. The committee reviews the company's corporate policies, programs, and significant publications relating to social sustainability management at least annually, in coordination with the other standing Board committees and, as appropriate, make recommendations on social matters to the full Board. The committee also reviews significant social findings of internal and external sustainability assessments and audits, including those of company stakeholders and other third parties, to ensure that principal risks and deficiencies related to social sustainability are identified, monitored, and controlled and that sufficient resources are allocated to address such risks.
The full Board is briefed on the materiality assessment process and results, but the Nominating and Governance Committee is responsible for providing strategic direction based on the results, industry trends, and feedback from stakeholders.
Political Contributions
It is our policy to maintain a continuing interest in political and governmental affairs at the national, state, and local levels, with a concentration on matters relevant to the interests of our business. While we will continue to develop working relationships with elected representatives and government officials based on mutual interests, our company and personnel must not engage in any conduct that would improperly influence, or give the appearance of improperly influencing, a legislator or other government employee in the performance of his or her duties. None of our funds are used to make contributions or expenditures in connection with any election or political activity unless consistent with applicable law and appropriate for business purposes. Any proposed political contributions or expenditures must have pre-approval from the Chief Financial Officer and Chief Legal Officer.
More information can be found in our Global Code of Business Ethics under Government Relations and our recently updated Global Anti-Bribery & Corruption Policy.
Risk Management
We are continuing to develop our ERM Program. We believe everyone from senior leadership to process owners is responsible for identifying and managing risks daily. Through our annual Global Risk Management Survey, organizational leaders identify their top risks, threats, and opportunities to assess their impact, likelihood, speed of onset, and effectiveness of internal controls.
This process also helps us to identify new and emerging risks. In addition, to understand the complexities around these risks, we interview our Board of Directors and key senior leaders to gain additional context and clarity around the specific risks and to calibrate the effectiveness of our internal controls. We then prioritize our top risks and match them against the results from our materiality assessment. These risks are managed by cross-functional/divisional teams which calibrate on the effectiveness of our internal controls, set key risk indicators, and establish programs to mitigate threats and capitalize on opportunities. This process ultimately informs our strategic priorities. The head of Global Ethics & Compliance provides quarterly risk management updates to the Audit Committee.
As part of our risk management program, we have designed incident response plans and procedures that allow us to remain agile and resilient when our most challenging situations arise. Our incident response plans provide guidance to those directly impacted by the situation and explain how local leadership should interact with senior management during the event.
Critical Concerns
Senior leadership reviews and is responsible for critical concerns on an ongoing basis. These concerns are then escalated to the Board as part of the standard course of business. The Board also receives updates on all critical concerns during regularly scheduled communications. In addition, the Audit Committee conducts executive sessions with our head of internal audit, independent registered public accounting firm, and members of senior leadership to express any critical concerns.
Precautionary Principle or Approach
Principle 7 of the UN Global Compact states businesses should adopt the precautionary principle towards the environment. Adopted from the Rio Declaration, this principle means “where there are threats of serious or irreversible damage, lack of full scientific certainty shall not be used as a reason for postponing cost-effective measures to prevent environmental degradation.”
We fully support this approach and use it as part of our risk management methodology to consider the breadth of impact that our decisions have on the environment. This approach is also used to formalize the feedback gathered from external stakeholders in our materiality assessment. We are proud to partner closely with various organizations to ensure their perspectives are being heard, considered, and accounted for in our risk-informed decision-making process.
Disclosures
Contribution to the Sustainable Development Goals (SDGs)
We are committed to developing fair labor practices and prioritizing employee well-being through robust corporate governance and career and professional development opportunities that help drive social stability and responsible growth.
Responsible resource management requires effective corporate governance. We apply sustainable perspectives to our decision-making process to promote responsible growth.
Through transparent and accountable governance frameworks, we help mitigate the risk of corruption and support the establishment of clear rules, regulations, and mechanisms for resolving disputes. This breeds an environment where the rights of all stakeholders are respected and protected.
GRI and SASB Alignment
GRI 2-13 Delegation of Responsibility for Managing Impacts
GRI 2-14 Role of the Highest Governance Body in Sustainability Reporting
GRI 2-15 Conflicts of Interest
GRI 2-16 Communication of Critical Concerns
GRI 2-17 Collective Knowledge of the Highest Governance Body
GRI 2-21 Annual Total Compensation Ratio
GRI 205(3-3) Anti-Corruption
GRI 205-1 Operations Assessed for Risks Relating to Corruption
GRI 415(3-3) Public Policy
GRI 415-1 Political Contributions
Last updated: December 8th 2023