Directors with terms expiring at the Annual Meeting are Class IIIII directors William F. Austen, David Windley,Azita Arvani, Timothy R. Morse and David W. Huml. In accordance withSteven A. Sonnenberg. At the policy on director terms intime the Board nominated directors for election at the Annual Meeting, our Corporate Governance Principles which statesprovided that a director may not be nominated to serve a new term if heher or she has already served 15 years at the time of election,the election. Accordingly, Mr. AustenSonnenberg will not be standing for electionre-election at the Annual Meeting. The Board has determined that, upon the conclusion of Mr. Austen’sSonnenberg’s term, the number of directors constituting the Board will be reduced to eight.

The Board also believes the current structure with an engaged, independent Chairman fosters good communication between management and the Board, provides strong independent leadership to oversee and challenge management and provides the optimal level of Board involvement in strategic decision-making and risk oversight.

Our Board takes an active role in risk oversight of the company both as a full Board and through its committees. The agendas for the Board and committee meetings are specifically designed to include an assessment of opportunities and risks inherent in our operations, strategies and compensation plans.

Our Board typically meets in executive session at the beginning and at the end of each regularly scheduled meeting. The executive sessions are used to assist the Board in carrying out its duties, including risk oversight. We believe that the process followed by the independent directors and led by our independent Chair of the Board provides an appropriate level of risk oversight by the Board.

We conduct an annual enterprise-wide risk assessment. Aassessment, after which a formal report is delivered to the Audit Committee and to the Board each December. Risk assessment updates are providedbuilt into the annual Board and committee agendas so that each topic is covered at quarterly Audit Committee or Board meetings andleast once if not more frequently ifas requested by a committee, our Board or recommended by management.

The objectives for the risk assessment process include (i) facilitating the NYSE governance requirement that the Audit Committee discuss policies around risk assessment and risk management, (ii) developing and addressing a defined list of key risks to be shared with the Audit Committee, the Board and management, (iii) reviewing management’s risk mitigation efforts, (iv) determining whether there are risks that require additional or higher priority mitigation efforts, (v) facilitating discussion of the risk factors to be included in Item 1A of our Annual Report on Form 10-K, and (vi) guiding the development of the next year’s audit plans.

The risk assessment process is co-leadled by our outsourced internal auditor and members of an internal risk committee consisting of senior levelaudit function with collaboration from senior-level staff from the legal, compliance, and finance departments and from the global business functions. Together theyThe risk assessment process includes (i) reviewreviewing our enterprise risk assessment process and methodology, (ii) conductconducting a detailed enterprise risk assessment, including a survey of key department and functional leaders from all geographies, (iii) communicatecommunicating the results of the risk assessment with a prioritization of key risks, (iv) evaluateevaluating management’s past mitigation efforts, (v) assessassessing management’s preparedness to address the identified risks; (vi) assignassigning a member of management to each risk identified to develop risk mitigation activities, and (vii) developdeveloping a cadence for implementation of proactive assessments and audits. TheThis process links the risk areas with our strategies, objectives and entity-level controls where senior management and global employees participate in risk identification and ranking and assessment of management preparedness to address identified risks. The risk profiles and current and future mitigating actions are discussed and refined during subsequent discussions with senior management. The identified risks are prioritized based on the potential exposure to the business and measured as a function of severity of impact and likelihood of occurrence, after taking into account management’s preparedness.

The primary functions of the Audit Committee are to oversee:

AThe primary functionfunctions of the Compensation Committee is to are to:

The Board does not have a written policy regarding consideration of diversity in identifying director nominees. However, as indicated above, diversity is one of the factors that the Board takes into consideration when assessing director nominees. In that regard, the Board defines “diversity” broadly to include race, gender, national origin, functional experience, geographic representation and personal skills and attributes.

The Board looks for candidates who have public company experience, have a history of demonstrating strong and ethical leadership, are sufficiently senior and adept at understanding and evaluating strategic, financial, operational and global risks, and have the expertise to create a well-rounded Board. The Governance Committee also considers the Corporate Governance Principles, which include the following factors when considering director nominees:

The Governance Committee will consider director candidates recommended by shareholders. Shareholder recommendations must be accompanied by a sufficiently detailed description of the candidate’s background and qualifications. The committee will evaluate the candidate using the aforementioned

Includes annual retainer fees as well as pro-rated retainer fees paid in cash or deferred.

The valuation of stock awards is calculated using the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718. See Footnote 18 “Share-Based Compensation” to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2021,2023, for the assumptions used in such valuation. The following table summarizes the

The following table represents fees paid for professional services rendered by Deloitte & Touche LLP (“Deloitte”), the company’s independent registered public accounting firm, for the audit of our annual consolidated financial statements, certain audit-relatedaudit related services, tax services and all other fees paid to Deloitte for the years ended December 31, 2021,2023, and December 31, 2020:2022:

The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of Deloitte. The Audit Committee and the Board believe the retention of Deloitte for 2022fiscal 2024 is in the best interests of the company and its shareholders.

The Audit Committee’s meetings are designed to facilitate and encourage private communication between the committee and Deloitte. In addition, the committee complied with its charter responsibilities and reviewed and discussed the audited consolidated financial statements with management. The Audit Committee discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. Deloitte also provided to the committee the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte’s communications with the Audit Committee concerning independence, and the committee discussed with Deloitte the firm’s independence.

Based upon the committee’s discussion with management and Deloitte and the committee’s review of audited consolidated financial statements and the report of Deloitte to the committee, the committee recommended thatto the Board that it include our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021,2023, filed with the Securities and Exchange Commission.