From the Fifth Third Bank 2020 ESG Report: Corporate Governance

One of our most valuable assets at Fifth Third is our reputation for integrity. We are judged by our conduct, and we must act in a manner that merits public trust and confidence.

We believe that a strong corporate governance program is the foundation for a sustainable and well-governed company. Accordingly, we continuously evaluate our structures, processes and controls to ensure they support and promote accountability, effectiveness, transparency and ethical behavior.

BOARD OF DIRECTORS

Our Board of Directors provides oversight of, and guidance to, our executive management team in the development of corporate strategy, risk management, corporate culture and other important aspects of our business, including ESG topics. In order to provide such oversight and guidance, we believe it is important that the Board include a substantial majority of independent directors, strong independent committee chairs and a diverse range of backgrounds and experiences calibrated to the evolving needs of our business and stakeholders. Our directors’ average tenure is 6.3 years.

All of our directors are independent under the standards developed by Nasdaq and included in our Corporate Governance Guidelines, except for our CEO and one director who was formerly employed by Fifth Third and served as CEO of MB Financial, Inc. We have a lead independent director who is elected annually by the independent directors and facilitates independent Board oversight of management.

At our 2021 annual meeting, our shareholders elected 15 directors, including five female directors, two Black directors and one Latino director. Forty percent of our Board is diverse in terms of ethnicity or gender, including our lead independent director and Audit Committee chair who are each women, and our Technology Committee chair who is Latino.

Our 2021 Proxy Statement includes information about the Board and its committees and their respective responsibilities. It also includes a Board Skills and Attributes Matrix that sets forth the diverse skills and attributes that each director contributes to the Board’s oversight of the Company. Eleven of our directors have experience in ESG matters, including all the members of the Nominating and Corporate Governance Committee.

Though evaluations occur continuously, our directors undergo a thorough annual evaluation process to help ensure that Board and committee oversight remain strong and that the mix of skills and backgrounds on the Board remains appropriate. The evaluation process includes one-on-one discussions between the lead independent director and each other independent director, full Board and committee written evaluations, and follow-up action items. It is important that our Board represents diverse backgrounds and experiences in business, government, education, and technology. These frank evaluations are an important part of sustainable governance and allow us to identify opportunities to enhance our effectiveness.

The NCG Committee, which oversees these Board evaluations, also is responsible for identifying and assessing potential director candidates using established criteria and our Corporate Governance Guidelines.

Each director must possess the highest personal and professional ethics and integrity and should be devoted to representing the interests of Fifth Third and our stakeholders. Directors must be willing to devote sufficient time to their duties and responsibilities. Directors also must undergo annual ethics training.

It is important that our Board represents diverse backgrounds and experiences in business, government, education, technology and in various areas relevant to our businesses. The NCG Committee carefully considers these and other factors—including judgment, diversity and skills—in determining a mix that best serves the needs of the Board and Fifth Third. Proactive consideration of diverse candidates is an important part of the NCG Committee recruitment process and is prioritized under our Corporate Governance Guidelines.

ESG COMMITTEE

In 2020, the NCG Committee established the Environmental, Social and Governance Committee with a charter to provide oversight and review of policies, programs, practices, strategies and approach to ESG topics that reflect Fifth Third’s Core Values.

The ESG Committee monitors emerging risks and trends through communication with stakeholders and recommendations from independent organizations such as SASB, TCFD, GRI, World Economic Forum and the United Nations. Further, the ESG Committee monitors ESG performance with key data providers, and has oversight of climate strategy, sustainable financing and operational sustainability topics.

The committee is chaired by the director of ESG reporting & analytics and includes the chief financial officer, chief human resources officer, chief risk officer, chief inclusion and diversity officer, chief compliance officer and director of investor relations, as well as representatives from each line of business, legal, and the community development and social responsibility group. ESG updates are regularly given to the NCG Committee as well as the Board of Directors.

MANAGEMENT

Our management structure is intended to facilitate leadership that is effective and consistent with our corporate standards, and that promotes a strong corporate culture. We manage our organization on a line-ofbusiness basis, while also maintaining strong corporate functions and appropriate governance. Our Company’s most senior management body is Enterprise, which is responsible for developing and implementing corporate strategy and managing executive-level operations. ESG updates are provided to Enterprise throughout the year. 

Read the full Fifth Third Bancorp 2020 ESG Report online or visit the Bank’s Investor Relations ESG site.