Corporate Governance and Board Independence
Governance of ESG and Risk Management
Our corporate sustainability framework includes expanded oversight and governance by the Board of Directors and annual reporting of environmental, social and governance (ESG) metrics. The Corporate Governance and Nominating Committee oversees our ESG strategy, initiatives and policies — including our approach to sustainable investment — among its chartered responsibilities.1
On the management level we have an internal ESG Oversight Council, which meets at least twice annually. It comprises senior leaders and key internal stakeholders, with the Board’s lead director serving in an advisory capacity. The council includes representatives from credit, facilities, procurement/vendor management, human resources, compliance, risk management, and legal and investor relations, among others. The council is a dynamic, evolving team, focused on monitoring existing ESG programs and initiatives and identifying new opportunities to expand activities and reach.1
Overall risk management oversight and direction are provided by our Chief Risk Officer and the Risk Committee, which is comprised solely of independent directors. We have a robust and mature enterprise risk management framework with a comprehensive process for identifying, prioritizing, assessing and managing risk exposure and opportunities. This includes a persuasive risk culture focused on current and emerging risks and incorporating these into strategies, capital and business processes, with three lines of defense and accountability. The governance and oversight of risk management is through a Board-approved risk appetite with standard risk taxonomy that supports a consistent assessment framework.
Our sound governance practices have been recognized by Institutional Shareholder Services (ISS), receiving the highest Quality Score rating of “1.”
Board Independence & Diversity
In the past decade, we have been keenly focused on refreshing and building a best-in-class Board. Ten of our 13 directors were first elected or nominated within the last 10 years. With this focus, we have greatly enhanced the expertise, qualifications, skills and diversity of our Board. The mandatory retirement of our directors is the later of either age 72 or after 7 years of Board service, with a maximum age of 75.
Eleven of our 13 directors are independent from Synovus as defined by the listing standards of the NYSE and the categorical standards of independence set by the Board.
- The average tenure of the 13 directors is less than 7 years.
- The average age of our 13 directors is 64 years.
- Of our directors, 38% are either female or ethnically diverse directors, including 23% women and 23% people of color.
To learn more about our commitment to increase and expand diverse representation to directly reflect the communities in which we operate, see our Proxy.