Corporate Governance (continued)
Benefits Committee periodically reviews Alcoas incentive structure to avoid encouraging material risk-taking through financial incentives. Based on these determinations, the Company
believes that it is not reasonably likely that Alcoas compensation and benefit plans incentivize undue risk or create risks that are reasonably likely to have a material adverse effect on us. See What We Do in the
Compensation Discussion and Analysis section of this Proxy Statement.
The Governance and Nominating Committee considers risks
related to corporate governance and oversees succession planning for the Board, the structure, function, and composition of the Board, and the appropriate assignment of directors to the Board committees for risk oversight and other areas of
responsibilities.
The Safety, Sustainability and Public Issues Committee considers risks related to the Companys reputation, and risks relating
to safety and health, public policy, environmental sustainability, and social issues.
The Company believes that the Board leadership structure supports its role in
effective oversight of risk management. There is open communication between management and directors, and all directors are actively involved in the risk oversight function.
Stockholder Engagement and Responsiveness
Routine and consistent investor outreach is fundamental to our commitment to engagement, communication, and transparency with our stockholders. We communicate with our
stockholders through various methods, all of which are designed to keep stockholders apprised of the Companys business. Throughout the year, we participate in numerous investor conferences and make efforts to be in contact with as many
stockholders as possible, to solicit feedback and ensure our Board and management have insight into the issues that are most important to our stockholders. We proactively and regularly reach out to our largest institutional stockholders,
representing nearly 50% of our outstanding shares.
At the 2021 Annual Meeting, an advisory stockholder proposal requesting that the Board take the steps necessary to
permit stockholders to act by written consent did not pass and received the support of approximately 35% of shares represented at the 2021 Annual Meeting and entitled to vote. The Governance and Nominating Committee continues to believe that, in
light of the Companys existing governance profile, including the fact that the Companys Bylaws provide stockholders with a meaningful right to call special meetings, among other rights, it is unnecessary to take steps to implement this
proposal. This same proposal also received less than majority support at the 2019 Annual Meeting and the 2020 Annual Meeting. The 2021, 2020 and 2019 Annual Meeting voting results reflect that the holders of a majority of shares represented at each
meeting and entitled to vote continue to support the Companys current governance practices.
Communications
with Directors
The Board welcomes input and suggestions. Stockholders and other interested parties wishing to contact the Chairman, individual directors,
or the non-management directors as a group may do so by sending a written communication to the attention of the Chairman c/o Alcoa Corporation, 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania 15212-5858.
To communicate issues or complaints regarding questionable accounting, internal accounting controls, or auditing
matters, send a written communication to the Audit Committee c/o Alcoa Corporation, 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania 15212-5858. Alternatively, you may place an anonymous, confidential, toll free call in the United
States to Alcoas Integrity Line at 1-800-346-7319. You may also make reports by web, email, or standard mail. For a listing
of web, email, and mailing addresses, and of Integrity Line telephone numbers outside the United States, go to www.alcoa.com What We BelieveEthics and ComplianceIntegrity Line. See also
www.alcoa.com InvestorsGovernanceContact Directors.
Communications addressed to the Board or to a Board member are
distributed to the Board or to any individual director or directors, as appropriate, depending upon the facts and circumstances outlined in the communication. The Corporate Secretarys Office will submit to the Board or to any individual
director or directors all communications received, excluding only those items that are not related to Board duties and responsibilities, such as: junk mail and mass mailings; product complaints and product inquiries; new product or technology
suggestions; job inquiries and resumes; advertisements or solicitations; and surveys.
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