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We believe strong corporate governance practices and policies are integral in fostering a culture of integrity, managing a better-performing and sustainable business, and achieving long-term shareholder value.
“Good corporate governance and an integrated sustainability strategy are integral to Broadridge’s long-term success. We believe our corporate governance practices and policies are essential to operating a strong and sustainable company that values our associates, serves our clients, facilitates the corporate governance ecosystem and creates long-term shareholder value.”
Our Board of Directors follows governance best practices to ensure that the Board continues to meet its commitment to thoughtful and independent representation of stockholder considerations. Through our framework of policies, processes and rules, we focus on providing sound oversight of management and our business strategies. The Board also ensures that there is alignment between the interests of management with those of our stakeholders.
Our Board is currently comprised of independent directors who meet the New York Stock Exchange definition of independence, with the exception of our Executive Chairman and Chief Executive Officer. We also have a Lead Independent Director to provide the Company and the Board with strong leadership and appropriate independent oversight.
There are three Committees of the Board, each of which is comprised of independent directors:
Audit, Compensation, and Governance and Nominating. Each Committee has a Charter outlining its responsibilities.
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Information regarding the members of our Board, including demographic information such as whether they are gender, racially, or ethnically diverse, and certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors that our Board believes are relevant to our business and industry can be found in our Proxy Statement.See Our Proxy Statement
Our Board adopted Broadridge’s Corporate Governance Principles to promote the effective functioning of the Board and its Committees, to promote the interests of our stockholders, and to ensure a common set of expectations as to how the Board and its Committees, individual directors, and management should perform their functions.
We believe good governance is integral to achieving long-term shareholder value. We are committed to governance policies and practices that serve the interests of Broadridge and its stockholders.
Our Board monitors developments in governance best practices to ensure that it continues to meet its commitment to thoughtful and independent representation of stockholder interests.
For more information on our corporate governance practices, see our Proxy Statement.See Our Proxy Statement
The responsibilities of our Board include oversight of Broadridge’s risk management processes.
Our Board has two primary methods of overseeing risk. The first method is through Broadridge’s Enterprise Risk Management (ERM) process, which regularly reports to the Board regarding the most significant risks facing the Company. The second is through the functioning of our Board’s Committees.
For more information on our ERM process and our Board’s oversight role, including oversight of ESG matters, see our Proxy Statement.See Our Proxy Statement
We performed a materiality assessment to inform the Company’s ESG reporting and strategy. We solicited input from Company leaders regarding how ESG risks and opportunities could potentially affect the Company from the perspective of what is important to our key stakeholders as well as what is important to Broadridge as an enterprise. The assessment was completed during fiscal year 2022 and captures the ESG issues deemed to be important to the Company as of that time.
Broadridge is committed to conducting its business with uncompromising ethics and integrity. Maintaining the highest ethical standards and adhering to applicable laws is critical to our ability to do business and core to our culture.
Our standards for fair and ethical behavior for our management, associates and vendors are set forth in our policies.
To keep associates aware of their personal responsibility for upholding our ethical standards and laws, Broadridge requires that all employees participate in a series of annual compliance training courses and has instituted an escalation procedure to ensure timely completion.
Broadridge has a Code of Business Conduct and Ethics (Code) that outlines the policies, expectations and high standards everyone must follow at all times. Our Code is global and applies to everyone at Broadridge (from directors to new hires); associates in every role, at every level, and in all locations must adhere to it. We require all our associates to complete annual training on our Code and review and acknowledge the Code annually.
Data security and mitigating information security risks in a constantly changing environment is a high priority and fundamental to Broadridge’s success. Broadridge handles confidential and proprietary information in accordance with applicable laws, its client contracts and internal policies and only provides information to third parties with a need to know in connection with their job or contract responsibilities and subject to confidentiality, appropriate security, and restrictions on use. To prevent unauthorized access to sensitive information, we maintain strong physical, technical, and administrative security practices, including protecting documents, limiting access to facilities, systems and data centers, and following proper disposal methods.
Broadridge does not tolerate any form of bribery and we are committed to complying with applicable anti-bribery laws. Our Anti-Bribery Policy takes into account applicable anti-bribery laws and sets out guidelines on how Broadridge associates and business partners should conduct themselves in line with such laws. The policy applies to all Broadridge associates and third parties who do business with or on behalf of Broadridge and extends to all Broadridge operations worldwide.
Broadridge is committed to providing equal employment opportunities to all associates and applicants for employment without regard to race, color, religion, sex (including sexual orientation, gender identity, or pregnancy), national origin, age, disability, genetic information, or military or veteran status in accordance with applicable laws. We do not tolerate discrimination or harassment in the workplace and we are committed to ensuring that all associates understand their rights and responsibilities under our anti-discrimination policies.
Broadridge is committed to combating slavery and human trafficking in its operations and supply chains. To that end, Broadridge has adopted a Human Rights Statement of Commitment to explain the steps it takes to monitor and eliminate the use of, or participation in, slavery or human trafficking throughout its business. The principles and requirements set forth in the statement are incorporated into Broadridge’s Vendor Code of Conduct, and Broadridge expects its suppliers and business partners to comply with the expectations and requirements set forth in the statement.
We believe it is in the best interests of Broadridge and its various stakeholders to engage constructively and responsibly in the public policy and political process to advance and protect our long-term interests.
Our Board has adopted a Political Contributions Policy to help ensure that any political contributions and expenditures are done in a manner consistent with the Company’s commitment to the highest standards of ethics and business integrity and to protect and enhance shareholder value. In addition, our Board has oversight responsibility for Broadridge PAC spending, corporate expenditures to influence public policy, contributions made to trade associations, and the Company’s lobbying priorities and activities.
Our vendors play an important role in helping to reach our goals of high ethical standards and compliance with laws and regulations. To that end, Broadridge has adopted a Vendor Code of Conduct that reflects the minimum standards by which vendors are expected to conduct themselves in connection with providing goods and services to Broadridge.
We own a portfolio of patents and patent applications in order to protect our intellectual property rights, in which we continually invest significant time, labor and other resources. We also own registered marks for our trade name and own or have applied for trademark registrations for many of our services and products. We regard our products and services as proprietary and utilize internal security practices and confidentiality restrictions in contracts with associates, clients and others for protection. We believe that we are the owner or, in some cases, the licensee, of all intellectual property and other proprietary rights necessary to conduct our business.
A list of some of Broadridge’s patents can be found at:Broadridge Legal Statements
Our clients trust Broadridge to securely process and distribute data and investor information that drives their businesses and the global marketplace. We maintain policies, standards and controls aligned with the components of our information security program.
We maintain policies, standards and controls aligned with the components of our information security program. Our information security program is designed to meet the needs of our clients who entrust us with their sensitive information. Our program includes encryption, data masking technology, data loss prevention technology, authentication technology, entitlement management, access control, anti-malware software, and transmission of data over private networks, among other systems and procedures designed to protect against unauthorized access to information, including by cyber-attacks. Our advanced technology, combined with a comprehensive information security program is aligned with the National Institute of Standards and Technology (NIST) Framework for Improving Critical Infrastructure Cybersecurity. It has been validated by The International Organization for Standardization (ISO) 27001 certification and externally assessed as required by the certification process. Certain of Broadridge’s products and services are examined at least annually against the System and Organization Controls (SOC) reporting standard by independent third-party auditors. These examinations cover controls for data security as applicable to in-scope trust service criteria for each service. Broadridge receives SOC 1 Type 2 and SOC 2 Type 2 reports covering these products and services. Our core proxy services, brokerage processing services and customer communications services have received unqualified opinions on their most recent SOC 2 Type 2 reports.
We have received a Cloud Security Alliance Security Trust Assurance and Risk Level 2 Certification, their highest standard, on our managed cloud services. Broadridge also leverages external security ratings from BitSight for enhanced visibility into security risks. BitSight, an independent third-party provider of cybersecurity ratings, currently rates Broadridge in their Advanced category rating, their highest rating category.
In addition, we have engaged an independent third-party cybersecurity services and consulting firm to provide a quarterly report on our information security program to the Audit Committee of our Board. Also, we have a third-party firm perform bi-annual network penetration tests of our perimeter, and leverage a third-party service to conduct quarterly phishing tests on our associates.
Our corporate crisis management team conducts a tabletop exercise of our business continuity program annually, and the event tested every other year is a cybersecurity incident that is led by an independent third party. We also maintain cybersecurity liability insurance coverage.
We provide our associates with a wide variety of helpful tools, guidance, policies and standards relating to information security and have Business Information Security Officers who have been assigned to all business units and support functions to support and promote information security compliance. Comprehensive security awareness training and testing are administered annually to all our associates and outside contractors who have access to our systems.Overview of Information Security and Global Privacy Programs
Our Global Privacy Program is designed to help ensure that we handle personal information in accordance with the law, best practices and the expectations of our clients. We are committed to best information practices, assuring appropriate use of personal information in compliance with U.S. and international privacy laws, as well as the appropriate handling of client information in accordance with our client contracts. We have a number of privacy and information security resources and professionals to help ensure all our associates are handling confidential information safely and securely.
All new hires are required to have privacy training, and refresher courses must be taken annually by all associates, consultants and vendors.
Our Company has an established mature disaster recovery and business continuity planning program, which ensures the timely and effective recovery of our mission-critical business functions and supporting technology in the event of a disaster.See Our BCP Program
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