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Board of Directors
Board of Directors Risk Management Data Privacy and Cybersecurity Government Relations
Our Board of Directors oversees Sysco’s business and risk management strategy and strives to ensure we are integrating sustainability issues into our approach.
Our director tenure policy, established July 2016, provides that no individual who, as of the date of the election to which any nomination relates will have served as a nonemployee director for 15 years, will be eligible to be nominated for election or re-election to the Board. Additionally, in FY2021, we transitioned to an independent, nonexecutive Chair structure. Our Board Committees include an Audit Committee, a Compensation and Leadership Development Committee, a Corporate Governance and Nominating Committee (the Governance Committee), a Sustainability Committee (formerly the Corporate Social Responsibility Committee), a Technology Committee and an Executive Committee.
Every year, the Board conducts a self-evaluation to determine whether the Board and its committees are functioning effectively. The Chairman of the Board and the Chairman of the Governance Committee led a discussion of the Board’s performance in executive session.
In addition, each Board committee conducts a self-evaluation of its performance, focused on the committee’s key responsibilities. As part of the evaluation process, each director completes a committee self-evaluation questionnaire developed by the Governance Committee. The committees all reviewed feedback from their self-evaluations, as did the full Board. Key learnings from the Board and committee selfevaluations play an important role in informing the Board’s approach to refreshment and succession planning.
360-Degree Performance Reviews For the past five years, the Board’s self-evaluation process has been enhanced to include periodic “360 degree” individual director performance reviews, which involve a confidential evaluation of the performance of directors selected by the Governance Committee by each of the other directors, key members of senior management and representatives of certain independent, third-party firms that routinely interact with the directors assessed. An independent, third-party corporate governance firm compiles and communicates the feedback from these reviews to the directors assessed. Diverse Board Recruitment As a matter of practice, our Board looks for diversity in nominees, including reviewing enhanced perspective and experience through diversity in race, gender, ethnicity, cultural background, age, geographic origin, education and professional and life experiences. Three of our Board nominees are women—one of whom is African American—while one of our Board nominees is from outside the U.S.
Sustainability Committee Sysco’s Board-level Sustainability Committee meets three times a year, with each meeting focused on one of the company’s three pillars: People, Products and Planet. The Sustainability Committee reviews and acts in an advisory capacity to the Board and management with respect to policies and strategies that affect Sysco’s role as a socially responsible organization. They review, evaluate and provide input on the development and implementation of Sysco’s sustainability strategy and on the implementation of and progress toward Sysco’s 2025 sustainability goals. The Sustainability Committee also reviews areas such as philanthropic giving, agricultural programs and warehouse and transportation initiatives, which are designed to reduce the company’s environmental impact while addressing the challenges posed by climate change.
