How We Govern ESG
The governance of ESG is directly linked to the oversight of our company. Our Board of Directors operates pursuant to a set of Corporate Governance Guidelines that provides that the Board will periodically review the company’s ESG policies, initiatives and objectives. This approach allows us to uncover new issues, address rising topics and respond to the evolving needs of our stakeholders.
In addition to the Board of Directors, we have ESG oversight across our leadership teams, including Executive Committee members and our ESG Council, consisting of senior leadership across multiple functions. There is additional oversight at the management and functional levels which supports the execution of key ESG initiatives. Our current ESG Task Force includes representation from:
- Communications
- Compliance
- Corporate Social Responsibility
- Environment, Health and Safety
- Finance
- Global Information Systems
- Global Product Organization
- Global Product Quality
- Global Product Safety and Regulatory
- Global Strategic Sourcing
- Government Relations
- Human Resources
- Investor Relations
- Legal
- Manufacturing
- Risk Management
- Sustainability
- Tax
- Treasury
Our ESG Oversight
BOARD OF DIRECTORS
- Oversees the integration of ESG principles throughout Whirlpool Corporation
- Reviews and receives updates on sustainability strategy and key long-term ESG initiatives annually
- Oversees risk management
BOARD COMMITTEES
- Audit Committee monitors ethics and compliance risks
- Human Resources Committee reviews human capital management metrics
- Corporate Governance and Nominating Committee monitors governance trends and shareholder feedback
- Finance Committee reviews transactions related to ESG strategy
CEO/EXECUTIVE COMMITTEE
- Sets ESG strategic priorities throughout the organization
- Sponsors ESG Council
ESG COUNCIL
- Composed of regional business leaders and senior leaders from our key operational and corporate functions
- Evaluates our strategic priorities on relevant ESG issues based on results of our ESG Materiality Assessment and input from our ESG Task Force
ESG TASK FORCE
- Responsible for planning, communication, education, prioritization and reporting around key ESG matters and for monitoring emerging ESG trends
- Oversees progress against the strategic priority framework established by our ESG Council

Board of Directors
Our Board of Directors sets the tone and leads our values-driven culture, which is essential for our sustainable operations and the generation of shareholder value. Our Board is composed of 13 directors, including an independent Presiding Director and one employee director who is our Chairman and CEO, Marc Bitzer. Our Board comprises leaders with expertise in key areas essential to our operational excellence and strategic vision, including corporate governance/sustainability, human capital management and cybersecurity. The Board functions within a robust governance framework, with each specialized committee — Audit, Corporate Governance and Nominating, Human Resources and Finance — guided by specific charters. The Board regularly evaluates our Board leadership structure with continual focus on operating effectively in the current environment.

Board Refreshment and Diversity
We strive to maintain a Board that harmonizes continuity with fresh perspectives, best positioned to steer our company through current challenges and future opportunities. Our approach to Board composition considers the balance of diverse business acumen, leveraging in-depth company insights and embracing a wide spectrum of viewpoints. To achieve this, our Corporate Governance and Nominating Committee seeks out candidates who bring unique backgrounds and experiences to the table to foster innovation, ensure continuity and adapt to evolving market dynamics.
Our latest Proxy Statement contains information on Board tenure, experience and qualifications.
Monitoring Key ESG Developments
Our Board engages regularly to monitor trends that help inform ESG decision-making and oversight. This year, the Board participated in a deep-dive session on key regulatory developments in the global ESG landscape, including ESG disclosure regulations in Europe, California and other jurisdictions. The Board also reviewed the company’s progress against key sustainability initiatives and reviewed a preliminary emissions assessment following significant divestiture and acquisition activities.

Risk Management
Part of our plan to deliver long-term value to our consumers and shareholders is our strong oversight and risk management approach. Our enterprise risk management (ERM) process involves systematic risk identification, assessment, mitigation and monitoring, covering enterprise, strategic, financial, nonfinancial, operational, compliance and reporting risks. The Board of Directors oversees the ERM process and reviews a comprehensive enterprise risk assessment and prioritization process each year.
Our company’s Executive Committee is accountable for ensuring enterprise risks are being effectively managed. Our ERM process is driven by our Enterprise Risk Committee (ERC) — which is sponsored by our chief financial and administrative officer (CFO/CAO) and composed of senior leadership within Legal, Accounting, Treasury and Internal Audit.
As part of its oversight responsibilities, the ERC undertakes an annual risk assessment in conjunction with the company’s annual budgeting cycle and with input from the company’s Executive Committee. The risk assessment then bifurcates risks into expected and extraordinary risks. Expected risks are governed by the ERC and existing management processes, such as monthly operational reviews.
The ERC categorizes extraordinary risks into high, medium and low priority based on likelihood of occurrence and degree of impact. The ERC then assigns an executive-level owner for each risk, with responsibility for monitoring and appropriately managing the assigned risk.
For example, the ERM process identified a plant shutdown due to a significant supply chain disruption as an extraordinary risk. The ERC assigned the Executive Committee as the owner of the risk, and mitigation plans — including driving our dual-sourcing program and competitive and resilient supply chain initiative — are to be driven by our head of strategic sourcing. As a second example, cyber system failure was identified as an extraordinary risk, with assignment of the risk to our chief information officer. System monitoring mitigation plans are driven by our CFO/CAO and our chief information officer, while cyber incident mitigation plans involving cyber insurance are driven by our CFO/CAO and our corporate treasurer.
The ERC meets at least four times a year to review significant risks facing the company and ensure those risks are being managed appropriately. Risk assessment and mitigation plans are reviewed and aligned with the company’s Executive Committee, and performance is monitored throughout the year, both by the ERC itself and by Internal Audit. The Board and its committees review and receive updates on the 14 categories of risk throughout the year. The Board also reviews the ERM system holistically each year. The risk management process is subject to review by the ERC with support from Internal Audit and our external auditor every two years.

Ethics, Integrity and Compliance
Our ethics and compliance initiatives are grounded in the pursuit of the highest standards of integrity and accountability.
We foster an environment of continuous improvement through our internal culture of “Speak Up, Listen Up.” This approach aims to cultivate a workplace where every individual feels welcomed, heard, respected and valued, and, at the same time, is meant to instill a sense of shared ownership in the company’s success among our team members. We want our employees to feel empowered and to support their professional growth through active engagement with our corporate ethos. That is why our policies regarding employee expectations align so closely with our core values and why we encourage employees to actively communicate any issues through a variety of integrity channels.
Oversight of Ethics and Compliance
GLOBAL ETHICS AND COMPLIANCE STEERING COMMITTEE
- Composed of senior leaders
- Reviews trends across the company and externally
- Reviews ethics and compliance results, policies, programming and training to drive alignment with Our Integrity Manual
GLOBAL ETHICS AND
COMPLIANCE TEAM
- Assesses ethics and compliance matters raised through our integrity channels
- Assesses and remediates reporting trends and investigation results
- Reports trends and recommendations to the committees
Our Integrity Manual
Our Integrity Manual serves as the cornerstone of our integrity-driven culture. This comprehensive code of ethics is structured around two key themes: a foundational section in which we describe a culture guided by our values and a principles section demonstrating how those values translate into action. Employees, including leadership, receive training on Our Integrity Manual during their onboarding and are expected to recertify their Integrity Commitment annually.
See Our Integrity Manual and comprehensive list of Global Enterprise Policies for more detail.
Our Culture of Ethics and Compliance
Our rigorous controls and policies are reinforced by our employees’ critical role in identifying and escalating any ethics or compliance concerns. Our culture of “Speak Up, Listen Up” hinges on everyone embodying qualities of open dialogue and mutual accountability. To support this, we:
- Invest in comprehensive employee training programs
- Offer diverse integrity channels for raising questions or concerns
- Employ a dedicated Global Ethics and Compliance team
When concerns are voiced, our team follows a rigorous, standardized global protocol to thoroughly assess, investigate and resolve each issue. With this systematic approach, every employee’s input is treated with seriousness and care, reinforcing our unwavering commitment to ethical operations in all aspects of our business.
Whirlpool Corporation Integrity Line
We prioritize our employees’ insights and believe their ideas are vital for our growth and success. The Integrity Line is a confidential resource that allows individuals to raise ethics-, compliance- and values-related questions or concerns anonymously and without fear of retribution or retaliation. This resource can be accessed via the web or phone and is administered by an independent third party with translation capabilities.

Global Integrity Quarter
During this year’s Global Integrity Quarter, we covered an expanded list of topics and provided a wide array of opportunities for employees to participate in educational events and conversations related to our culture of ethics and compliance.
Topics covered during the Global Integrity Quarter included:
- Lead with Integrity
- Privacy
- Competing Fairly
- Information Management
- Conflicts of Interest
- Environment, Health and Safety