Our board has adopted Corporate Governance Guidelines that set forth a framework within which the board, assisted by its committees, directs the affairs of the company. These guidelines address, among other items, the composition and functions of the board, director independence, compensation of directors, and director qualification standards. The company’s Code of Business Conduct is applicable to all employees of the company, including the principal executive officer, the principal financial officer and the principal accounting officer, as well as all directors of the company.
Our board regularly reviews these governance policies and modifies them as warranted based upon Delaware law, the rules and listing standards of the New York Stock Exchange and SEC regulations, as well as best practices recommended by recognized governance authorities.
All board members are elected annually. The board has three standing committees — Audit, ESG and Nominating, and Personnel and Compensation — all of which are comprised entirely of independent directors.
The Arch board meets in executive session — with only independent directors in attendance — on a regular basis. The board conducts annual self-evaluations at both the full board and individual committee levels.
Arch’s board is fully committed to the company’s vision of being a safe and environmentally responsible supplier of coal-based resources and to its other ESG initiatives, including community engagement and promoting a corporate culture of respect and inclusion.
The board provides critical oversight of the corporation’s comprehensive and robust enterprise risk management (ERM) system — including climate-related risks and opportunities — and is committed to setting the tone at the top on environmental, social and governance (ESG) matters. ESG risks, such as those related to safety, environmental performance and human capital management, are a top priority for the board. These risks, and our ability to mitigate them, are evaluated and factored into our strategy and business plan. As such, the full board is actively engaged in overseeing these risks, as well as opportunities related to ESG matters. Each member of the board is well-versed in how these risks may impact us, and the board is regularly updated by management on company performance related to ESG matters and mitigation of associated risks.
In 2021, our board took steps to enhance its ESG governance framework to gain efficiencies and re- emphasize the board’s commitment to continuous improvement in ESG. The board designated ESG oversight responsibility to its standing corporate governance and nominating committee. To promote the appropriate emphasis on ESG and set the right “tone at the top” of the organization, the board renamed the committee the Environmental, Social, Governance and Nominating Committee, also referred to as the ESG and Nominating Committee.
We regularly conduct shareholder outreach on matters such as executive compensation, corporate governance, ESG responsibility and other current and emerging issues, and take action on key learnings related to this outreach.
All employees, including the company’s officers and directors, are expected to follow our Code of Business Conduct. A compliance hotline is available to employees for reporting potential violations of the code on an anonymous basis.