We know that it’s not just what we do that matters, but how we do it. Accountability, transparency and good decision-making underpin our Corporate Governance Program and are the foundation of how we do business. Strong corporate governance drives our long-term goals and is critical to maintaining the trust and confidence of investors, employees, customers, regulatory agencies, and other stakeholders.
Operating Responsibly
Our success stems from a variety of factors, but at the top of the list is our employees’ dedication to a values-driven culture. We are guided by robust leadership oversight, policies and procedures in everything we do, including how we serve our customers, engage our employees and communities, and manage our business. We strive to embody inclusivity at all levels at Discover, and we are proud to have strong diverse leadership among our Board of Directors.
Corporate Governance
Board
Independence
Except for our CEO, all directors are independent.
Board committees are 100 percent independent.
Our non-executive Board chairman is independent.
We hold regular executive sessions of independent directors.
Board
Performance
& Makeup
Directors attended at least 80 percent of Board meetings and meetings of committees on which they served in 2021.
We perform annual Board, committee, and director performance evaluations.
We provide director education and access to experts.
Our Board includes a mix of skills, tenure and ages; 33 percent of directors are women and 50 percent of Board committees are chaired by women.
Best
Practices
We cultivate a risk-aware culture overseen by a separate Risk Oversight Committee.
Significant shareholder ownership requirements are in place for executives and Board members.
We have adopted a mandatory Board retirement age for directors.
Shareholder
Engagement
Directors are elected annually with a majority voting standard and no supermajority voting requirements.
Shareholders have proxy access with market standard conditions for director nominations.
All directors are expected to attend our annual meeting.
Shareholders have the right to call special meetings at a market standard threshold.
Board Diversity
Our work to build brighter financial futures takes all kinds of talent, backgrounds, identities, and experiences working together. That’s why it’s critical that our workforce reflect diversity at all levels, including on our Board. We seek directors who are committed to representing the interests of our shareholders; who combine a broad, relevant spectrum of experience and expertise; and who have a reputation for leadership and integrity. Our commitment to diversity and inclusion is a competitive advantage for Discover, so our review process for new Board members includes consideration for each candidate’s diverse perspectives and experience.
50% Board committees chaired by women
25% of our Board of
Directors is comprised of People of Color.
Directors is comprised of People of Color.
33% of our Board of
Directors are
women.
Directors are
women.
Board of Directors at-a-Glance
9 Years Average Tenure
(As of 12/31/2021)
62 Years Average Age
(As of 3/25/2022)
Board Committees and Responsibilities
Audit
Oversees
Integrity of our consolidated financial statements.
Systems of internal control over financial reporting.
Risk exposure management.
Internal audit function.
Legal and regulatory compliance.
Qualifications and independence of independent registered public accounting firm with sole authority/responsibility to determine compensation, evaluate performance, and, when appropriate, conduct replacement.
Compensation
and Leadership
Development
Conducts
Annual review and approval of corporate goals and objectives relevant to compensation of CEO and evaluation of CEO performance in light of these goals.
Determines
Compensation of executive and other officers.
Administers
Incentive and stock-based compensation plans.
Oversees
Risk management associated with compensation practices.
Management development and succession.
Nominating, Governance
and Public
Responsibility
Identifies, considers, And recommends
Candidates for election to the Board and Board committees.
Matters of corporate governance and action steps.
Director compensation and benefits.
OverseeS
ESG-related policies, programs and strategies.
Annual evaluation of Board members, committees and management.
Reviews
Corporate Governance Policies annually.
Risk
Oversight
Oversees
Enterprise-wide risk management framework and risk management governance and policies; offers Board recommendations on risk management, policies, appetite, and tolerance; performs other functions pursuant to Federal Reserve regulations.
Performance of chief risk officer.
Capital planning and liquidity risk management activities.
Risk Management Oversight
Part of sound business strategy is being prepared for the unexpected. Our risk management framework, managed by our Risk Oversight Committee, seeks to identify and mitigate risk and appropriately balance risk and return. We have established processes and procedures to identify, measure, manage, monitor and report on our risks. We employ a variety of analytical and forecasting models to manage risk and inform our decision-making.
