Oversight and Responsibilities Sands’ board of directors has defined and oversees the company’s corporate governance efforts. The company’s senior executives are responsible for execution of and accountability to these defined standards. The board is elected by stockholders and provides oversight of and strategic guidance to senior management, including selecting the senior leadership team. The board delegates authority and responsibility for conducting the day-to-day operations of the business to senior management and maintains oversight of their performance. Policies • By-laws • Corporate Governance Guidelines • Committee Charters Targets and Commitments With a steadfast commitment to effective governance practices, the board of directors and senior management team have established a comprehensive corporate governance framework to meet the specific mandates of the varying global jurisdictions where we operate, including our corporate location in the United States. Specifically, we adhere to requirements outlined under the Sarbanes‑Oxley Act of 2002, the DoddFrank Wall Street Reform and Consumer Protection Act of 2010, and the applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE). Strategy Our governance framework has been established in our amended and restated Articles of Incorporation and By-laws, along with other governing documents. Board Structure The board’s four standing committees – audit, compensation, nominating and governance, and compliance – operate under written charters approved by the board. Board Composition The nominating and governance committee selects director candidates by considering the appropriate skills and personal characteristics that complement the current makeup of the board and address the needs of the company. Factors used in director selection include ethical standards and integrity; independence; diversity of the existing board; skills and experience of candidates to complement existing members; the number of other public company boards on which candidates serve; ability and willingness to dedicate sufficient time, energy and attention; and ability and willingness to comply with the duties and responsibilities set forth in the company’s Corporate Governance Guidelines and By-laws. Training and Communications New members must participate in a mandatory orientation program. Company management provides new board members with materials, briefings and educational opportunities to familiarize them with Sands and enable execution of their duties. From time to time, board members receive additional materials, briefings and educational opportunities so they can remain current with topics under their purview. Directors are encouraged to attend the annual meeting of stockholders and expected to attend board meetings and meetings of committees on which they serve. They are also required to devote the time needed and participate in meetings frequently as necessary to properly execute their responsibilities. Directors are expected to review meeting materials prior to board and committee meetings and communicate any questions or concerns that they wish to discuss in advance of meetings, so that management will be prepared to address topics. Evaluation and Adjustments The board and its committees annually participate in a comprehensive self-evaluation process conducted by an independent third party. CORPORATE GOVERNANCE Board Overview1 2022 Board members 9 Board members who are women 3 Board members who are racially or ethnically diverse 2 Average board member attendance 95% Average board member tenure (years) 9 Share of independent directors 56% MANAGEMENT APPROACH 1 Reflective of the board as of December 31, 2022. 2022 ESG REPORT 84
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