Our corporate governance practices and policies are designed to enable our

Board of Directors to set objectives, monitor performance and strengthen the

accountability of the board and management. We actively monitor these practices to manage our business in accordance with high standards of ethics, business integrity and corporate governance.

We believe effective board oversight is critical to the long-term success

of Sherwin-Williams and maximizing value for our shareholders and other

stakeholders. Our Board of Directors has oversight responsibility of

management. The Company’s business is conducted by officers, managers and employees under the direction of the Chief Executive Officer (CEO)

and the oversight of the board. In addition to its general oversight of

management, the board is responsible for overseeing the following

key areas:

• Management succession planning;
• Strategic plans;
• Financial objectives, plans and reporting;
• Compliance processes and procedures;
• Risk exposures;
• Corporate governance; and
• Public policy and engagement

Overseeing the assessment and management of the Company’s exposure to various risks is a key responsibility of the Board of Directors. We have an enterprise risk management (ERM) program that includes the processes used to identify, assess and manage the Company’s most significant enterprise risks and uncertainties that could materially impact the Company’s long-term health or prevent the achievement of strategic objectives. These risks are identified, measured, monitored and managed across the following key risk categories:

• Strategic, including acquisition, business disruption, reputational and sustainability risks;
• Operational, including cybersecurity, information technology, supply chain and sourcing, and talent attraction, retention and development risks;
• Financial and macroeconomic, including economic condition, geopolitical and financial control risks; and
• Compliance, including litigation, regulatory, tax and intellectual property risks

Our Chief Financial Officer (CFO) facilitates our ERM program, which includes a formal assessment of the Company’s risk environment at least once per year. For the more significant risks identified, our ERM program team engages with senior management and other senior leaders in the functional areas and business units specific to those risks. This team develops and supports risk management and mitigation actions, strategies and processes across the short, medium and long term and assists in aligning such actions, strategies and processes with the Company’s relevant controls and procedures. The ERM program also facilitates the incorporation of risk assessment and evaluation into our strategic planning process. This includes regular reports to senior management regarding the actions, strategies, processes, controls and procedures specific to managing, mitigating and anticipating significant risks. At least once per year, our CFO reviews the ERM program with the board and reports on:

• Methodologies and approach used to identify, assess and
• manage risks;
• Enhancements to the ERM program during the preceding year; and
• Existing risks and significant emerging risks across the Company’s key risk categories

The board has delegated specific risk areas to each of its committees to assist in overseeing the Company’s exposure to various risks. The CFO and other senior management review these delegated risks with the applicable board committee, which then provides regular reports to the full board.

We monitor sustainability progress at various levels within the Company. At the management level, two groups support our sustainability strategy.

Our Sustainability Council is dedicated to overseeing the execution of our sustainability strategies, while our Sustainability Steering Committee supports alignment across the organization in overseeing the work of the Sustainability Council. Members of the Sustainability Steering Committee provide updates at least annually to the board regarding progress on our sustainability goals.

Sherwin-Williams is dedicated to high standards of business ethics and integrity and believes in aligning our business activities with our guiding values to maintain our foundation for continued growth as a leading global paint and coatings company.

Our collective actions impact our reputation and credibility with our stakeholders, including employees, customers, suppliers, communities and shareholders. We are committed to promoting work-related activities that reflect high standards of integrity, loyalty, concern for others and accountability.

Empowering Employees to Do What’s Right

The Sherwin-Williams Code of Conduct serves as a guide for ethical behavior and applies to all directors, officers and employees of Sherwin-Williams and all subsidiaries wherever located. As outlined in our Code, our employees are required to comply with the applicable laws, rules and regulations in each country where we conduct business, and must conduct their business activities with the highest standards of integrity. Employees have a responsibility to report actual or potential legal, policy or ethics violations, as well as any type of harassment, threat or safety concern. Employees can do so via management, our Loss Prevention team or our EthicsPoint Reporting System. EthicsPoint is an independent third party that administers our ethics helpline and web portal, both of which enable employees to anonymously file reports. All employees are required to complete annual global compliance training that reinforces our values and reiterates the importance of acting with integrity.

Extending Ethical Conduct to Our Business Partners

We require suppliers to comply with all applicable laws, rules and regulations, and our Supplier Code of Conduct, applicable to all suppliers globally, requires that our business partners operate according to our values. Sherwin-Williams also values and respects the human rights of all people, including suppliers, vendors, subcontractors and all tiers of their employees. We are committed to working with suppliers to ensure their respect for human rights and that no forced labor, child labor or human trafficking occurs at any level in our supply chain. We reinforce this commitment through a Human Trafficking Policy, which applies to all countries in which we operate.