An ethical culture starts at the top. Axalta’s Board of Directors and management team are committed to strong governance practices and ethical behavior in everything we do.

Axalta is led by our global management team, comprising business and functional leaders, that guides the company. Our management team is overseen by the Axalta Board of Directors, which provides independent oversight over our company’s actions and performance. Currently, the positions of Chief Executive Officer and Board Chair are separated; an independent director serves as Board Chair.

Axalta’s Board of Directors has four standing committees—Audit, Compensation, Nominating and Corporate Governance, and Environment, Health, Safety, and Sustainability (EHSS)—that meet at least quarterly to assess company performance, evaluate long-term strategic plans, manage risks, and address any urgent issues that arise. All members of the standing committees are independent.

The Nominating and Corporate Governance Committee has overall responsibility for the company’s Corporate Governance Guidelines and makes recommendations to the Board regarding other governance matters, including overseeing an annual self-evaluation of the Board and its committees to ensure effectiveness.

The EHSS Committee of the Board was established in 2017 to provide further oversight of Axalta’s EHS and sustainability matters. The EHSS Committee members have extensive experience in EHSS topics, such as operational safety, product quality, environmental compliance, sustainability, and human rights, in a variety of manufacturing settings for multinational companies. Axalta’s Chief Operations and Supply Chain Officer reviews sustainability matters with the EHSS Committee regularly, with his leadership team participating as needed. Over the past several years, sustainability-related topics discussed with the EHSS Committee have included employee safety, responsible sourcing and human rights, environmental compliance, customer sustainability requirements, sustainability ratings, and investor ESG requests, among others. Axalta’s sustainability leaders reviewed this report with the members of the EHSS Committee, who provided feedback that has been incorporated.

For more information on Axalta’s Board of Directors and our governance practices, please see our March 2020 Proxy Statement. For details on our commitment to ethical business conduct, please see the Ethics and Integrity section of this report.

Risk Management

Risk management is the responsibility of everyone at Axalta. Axalta’s Enterprise Risk Management (ERM) program focuses on a wide range of potential strategic and operational risks to the company, ranging from business continuity and competitive market dynamics to cybersecurity and succession planning. The risk management team refreshes the risks on an ongoing basis to capture evolving and emerging risks. The ERM process includes an annual survey of approximately 100 leaders across the company, as well as members of the Board of Directors, to rank potential risks to the company. At least once per year the ERM leaders also brief the Board’s Audit Committee on risk management activities. For more information on specific risks, please see the Risk Factors section of our 2019 Annual Report.

To be prepared for a tactical response to any risks we may face, Axalta created a Crisis Management Protocol in 2019. Subsequently, we created site, regional, and corporate crisis management teams with corresponding regional and site level protocols and procedures. We conducted scenario training exercises for our regional crisis management teams in the Americas, EMEA, and Asia Pacific to test the use of our Crisis Management Protocol. We also held a crisis management training session for the Axalta Leadership Team following the regional exercises.

Cybersecurity

Protecting Axalta’s intellectual property as well as customer, business partner, and employee information from unauthorized access is of high importance. Axalta’s information protection management system and associated policies are aligned with ISO27000, the industry benchmark. Our Information Technology team has deployed a variety of tools and technology to secure our intellectual property and data internally, while protecting against external threats. In 2019, Axalta rolled out enhanced cybersecurity and phishing training to employees. Additionally, Axalta has established a Cybersecurity Steering Committee, composed of our members from the Axalta Leadership Team along with members from our Information Technology and Internal Audit leadership teams. The Cybersecurity Committee was formed to provide oversight and governance over Axalta’s cybersecurity program and risk management. Our Information Technology leaders provide updates to the Board of Directors on our ongoing cybersecurity and risk management activities.

Goal

Secure our intellectual property and data by maintaining tools and technology to fortify our defenses against threats and ensuring employee understanding of their obligations.

On track