Operate Responsibly

Strong governance principles and processes, a highly experienced and engaged Board of Directors, and a commitment to assuring that the long-term interests of the shareholders are being served – these are the hallmarks of a public company that operates responsibly and creates sustainable franchise value.

At Regions, operating responsibly means compliance with applicable laws and regulations – but also a great deal more. It means conducting our business in accordance with the highest ethical standards as set forth in our Code of Business Conduct and Ethics, adhering to our core values, prudently managing risk, and fostering sound strategic decision-making and accountability.

The Regions Board of Directors performs a key function in guiding and overseeing the actions we take to operate responsibly. Our Lead Independent Director, Charles McCrary, plays an important role, fulfilling a range of responsibilities. He also chairs the Nominating and Corporate Governance (NCG) Committee, charged with identifying and evaluating individuals to be recommended for Board service. As such, Mr. McCrary offers a valuable perspective on the composition of the current Board.

“The Board is very talented and experienced and are well-equipped to oversee a large financial institution such as Regions. They represent a diverse set of experience, expertise and attributes. For a board to operate effectively it is critical that those opinions be voiced, and even be challenged by one another. That is done on a regular basis in our Board meetings, but in a way that is very respectful and appropriate,” said Mr. McCrary.

An important Board responsibility is to exercise oversight over senior management by setting compensation and instituting a “pay-for-performance” culture that fosters long-term value creation. According to Mr. McCrary, who is the retired Chairman and CEO of Alabama Power, “Our compensation objectives and policies support our business goals and strategic plans, including a commitment to a strong risk management culture. The Board also acts as a challenge function for senior management. It is our job to ask the tough questions to make sure that a particular plan or strategy is, in fact, the best course of action for Regions.”

Importantly, one of the Board’s main responsibilities is to ensure that the Company has a sound strategic plan. As such, in late 2015 the Board unanimously approved the 2016-2018 strategic plan and believes that it is a strong blueprint for building sustainable shareholder value. This strategic plan is focused on growing and diversifying revenue, practicing disciplined expense management and effectively deploying capital.

Creating shared value for all Regions stakeholders is central to our approach to running the business, and the Board is closely focused on this objective as well. “The Board and Management are continually looking for ways to enhance our already strong corporate governance, especially when it comes to relationships with our shareholders,” said Mr. McCrary.

Describing Board priorities for 2016, Mr. McCrary indicates that one stands above all others. “The priority this year and each and every year is how to increase value for our shareholders. How do you grow the business? That is the ‘what’, and there are many ‘hows’ that are required to get you there. From ensuring that our risk management practices are sound, to strengthening our culture and associate engagement, those are all essential, but they all flow back to our foremost priority, which is to increase shareholder value.”