2019 Corporate Responsibility Report

Corporate Governance and Ethics

A key element of corporate responsibility is adhering to the highest standards of corporate governance and ethical conduct. We believe accountability, transparency, and good decision-making are critical to our business, serving customers, and creating value for our shareholders.

Our governance structure is based on the principle that each line of business is responsible for managing risks inherent in the business with appropriate oversight from our senior management and the Board of Directors. Other highlights of our corporate governance program include:

  • A risk-aware culture overseen by a separate Risk Oversight Committee.
  • Significant shareholder ownership requirements for Executives and the Board.
  • Longstanding commitment to sustainability.
  • Annual Board, committee, and director performance evaluations.
  • Director education and access to experts.
  • Annual election of directors with majority voting standard.
  • Shareholders have proxy access with market standard conditions for director nominations.
  • No supermajority voting requirements.
  • Shareholder right to call special meetings.

With the exception of our CEO, 10 directors are independent, and an independent nonexecutive director chairs the Board; executive sessions of directors are held at all in-person Board meetings. To carry out its responsibilities, the Board has several committees and related charters that develop policies and provide oversight on important corporate governance issues. These committees include:

  • Audit Committee
  • Compensation and Leadership Development Committee
  • Nominating and Governance Committee
  • Risk Oversight Committee

Diversity and Our Board of Directors

Our strong commitment to diversity and inclusion (D&I) is a competitive advantage and extends beyond our workforce. Diversity is a consideration in the composition of the Board. When reviewing director candidates, the diversity of the candidate’s perspectives, background, and other demographics are taken into account.

Our directors have been chosen based upon the following criteria:

  • Broad and relevant spectrum of experience and expertise.
  • A reputation for integrity.
  • Experience in positions with a high degree of responsibility.
  • Commitment to represent the interests of shareholders.

Board Profile
As of May 25, 2020

8.4 years
average tenure
61.5
average age
36%
women

All directors attended at least 95%
of the Board and their committee meetings

Ethics and Code of Conduct

Discover has a robust Code of Ethics and Business Conduct that guides employees’ behavior. The Code guides behavior and sets an expectation that employees will:

  • Act in the best interests of customers, the company, and the public.
  • Advance and protect the company’s interests.
  • Prevent the misuse of inside information.
  • Be honest and fair in communications with the public.
  • Maintain accurate books and records.
  • Treat others with dignity and respect.
  • Maintain a safe work environment.
  • Report misconduct.

Under these guidelines, the Code of Ethics and Business Conduct addresses anti-money laundering, counter-terrorist financing, and sanctions programs; anti-bribery and corruption; and consumer protection. Discover employees are required to complete compliance training on an annual basis.

Our Values

Doing the Right Thing
Innovation
Simplicity
Collaboration
Openness
Volunteerism
Enthusiasm
Respect

Integrity Hotline

Our Code of Ethics and Business Conduct asks employees to report any misconduct, including concerns related to ethical or business conduct matters. They can do this through the Discover Integrity Hotline, which is operated by an independent party to maintain anonymity and confidentiality.

Integrity Hotline:
1-866-714-1305