TimkenSteel is committed to promoting the long-term interests of shareholders and building public trust through good governance practices. We are committed to operating in accordance with the highest standards of ethics and integrity, and maintaining robust programs focused on compliance.
We regularly review, and update when necessary, the charters for our Board committees, director skills, qualifications and experience and various policies and procedures designed to ensure effective and responsive governance.
The TimkenSteel Code of Conduct sets forth policies covering a broad range of subjects, including antitrust and competition, corruption and bribery, conflicts of interest, inside information, accurate financial records, among other matters, and requires strict adherence to laws and regulations applicable to the company’s business.
In accordance with our Supplier Code of Conduct, we seek to work with suppliers that share our core values. This Code stipulates that all suppliers are expected to operate in full compliance with applicable laws, rules and regulations related to EHS, child labor, forced labor, wages and benefits, non-discrimination, gift and gratuity policy and conflict minerals. It explains our approach to compliance monitoring, application to subcontractors and actions to address violations.
For more information on these documents, see the Corporate Governance page and our TimkenSteel 2023 Proxy Statement and 2022 Annual Report On Form 10-K.
Commitment to Good Corporate Governance Practices
- Non-executive Chairman of the Board
- All directors, other than Mr. Williams, are independent
- Annual Board and committee evaluations
- Limits on director “overboarding”
- Risk oversight by the full Board of Directors and its committees, under Audit Committee guidance
- Related-party transactions approval policy
- Robust share ownership and holding requirements for executive officers and directors
- Comprehensive director and employee code of conduct and ethics and compliance program
- Independent Audit, Compensation and Nominating and Corporate Governance Committees
- Regular executive sessions of independent directors at Board and committee meetings
- Majority voting policy in uncontested elections of directors
- Mandatory retirement age of 75 for directors
- Annual review by Board of Directors of succession plans for CEO and key executives
- Anti-hedging and anti-pledging policies
- Commitment to corporate responsibility with Board of Directors’ oversight of sustainability strategy
- Supplier Code of Conduct establishes expectations for ethical business practices in our global supply chain
ESG Oversight and Risk Management
TimkenSteel’s Board of Directors oversees the company’s sustainability and ESG strategy. The Board conducts an annual review of the company’s ESG strategy, risks and opportunities. The Board and its committees review information relative to the company’s environmental and safety performance, as well as human resources and governance matters, on a regular basis.
At the management level, we have established a steering committee, comprised of senior-level leaders representing the company’s legal, finance, environmental, human resources, communications, manufacturing, engineering, supply chain and commercial organizations, with responsibility for, among other matters, sponsoring, informing and advising on high priority ESG topics through periodic materiality assessments; ensuring that goals are developed for high priority ESG topics; and sponsoring, approving and overseeing key sustainability projects. Core working groups are then established to lead individual high priority topics and projects, under the guidance and leadership of a steering committee sponsor. This governance structure facilitates the establishment of ESG priorities by the company’s senior management team (in alignment with the strategy set by the Board of Directors), with functional area experts throughout the company responsible for leading the projects to implement the established priorities.