Governance Structure

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As a family-owned company, our shareholders consider potential reputational risk for themselves and their families. Southwire’s leadership team is committed to maintaining the highest level of financial and business integrity. Strong corporate governance ensures accountability and good management practices across the organization. Clear communication up and down the organization supports Southwire’s robust governance structure.

Southwire works to align our governance structure with the regulations typically imposed on publicly owned companies, incorporating a majority of independent directors on the board and requiring financial accountability. We strive to implement this model while continuing to benefit from the flexibility, confidentiality and long-term investment perspective that comes with private ownership.

Our board therefore includes 10 members: three are shareholders, one represents top management and six—a majority—serve as independent directors elected to the board by the company’s shareholders. While Southwire is a family-owned company, we take pride in our independent leadership.


Governance Map

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Board Committees

Independent HR Committee

To maintain the highest quality human resources policy, practices and initiatives throughout Southwire, the company has a human resources (HR) committee comprised of at least three members elected by the board of directors. The committee, which meets at least four times annually, oversees the succession and development plans for executive and senior leadership, reviews the compensation philosophy, policies, practices and benefits for executives and employees to confirm they remain equitable, competitive and consistent with the Company’s philosophy. Another key aspect of the committee’s responsibilities includes managing the culture and engagement policies that affect the whole company to ensure that Southwire is a respected employer of choice and an industry leader. Our Human Resources Committee Charter is available for further review.

Independent Sustainability Committee

As a progressive private company, the Southwire board’s independent sustainability committee has existed for more than a decade. This committee regularly reviews our sustainability practices and provides guidance as needed. The committee oversees broad areas of decision making affecting the company’s overall sustainability including environmental affairs, customer and employee health and safety, new and innovative technologies, sustainable goal setting and adequate resource dedication to sustainability related initiatives. More information on the committee’s responsibilities can be found in our Sustainability Committee Charter.

Independent Audit Committee

The Southwire Company Audit Committee meets regularly to help the board provide oversight of the quality and integrity of the company’s financial statements, reporting practices and accounting policies. The committee also provides counsel to the board and management on matters, events, polices and decisions having a material financial impact on the company and shareholders. The policies the committee enacts for the board ensure regulatory compliance of reporting practices and accounting. To achieve high quality policies and reports, an open dialogue between the committee and management allows sufficient insight and information to provide advice and counsel to the management and board. To learn more, please view our Audit Committee Charter.

Management Committees

Risk Oversight Committee

Our Risk Oversight Committee, with three executive sponsors, brings together 14 individuals from different functions across the company to look at risk from various perspectives. The committee meets quarterly, and information flows both up to and down from the board. Southwire forms task forces to address the greatest identified risks, such as cybersecurity, resource scarcity or product liability, including third-party loss.

Sustainability Committee
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Supporting our board’s independent sustainability committee, Southwire’s sustainability steering committee is led by our chief executive officer and comprised of Southwire’s executive leadership team members—chief financial officer, general counsel and executive vice presidents of human resources and business development as well as presidents of our International, Power Systems & Solutions and Construction Systems & Solutions business groups. Other members include the senior vice president of sustainability, EHS & quality. This team meets quarterly, setting the overall strategy for managing the company’s economic, environmental and social risks and opportunities while also monitoring the progress and alignment of the various sub-committees and groups working in this area.

Southwire’s strong internal sustainability structure and culture of accountability cascade throughout our company via tactical committees and groups. Southwire’s environmental leadership committee focuses on the company’s environmental issues such as management of its legacy remediation liability and environmental concerns around potential acquisitions, while the EHS steering committee sets Southwire’s environmental, health and safety strategy.

Communicating with the Board

Working teams meet regularly and report their progress through regular updates from the senior vice president of sustainability to the board. Southwire’s senior vice president of sustainability, EHS & quality provides quarterly updates to the board’s sustainability committee and our full board of directors regarding initiatives. The sustainability steering committee and the environmental leadership committee provide layers of executive input to inform our sustainability efforts and environmental issues.

Audits

External audits can ensure business accountability. Southwire has a goal to assure the accuracy and integrity of financial, environmental and safety management systems by completing annual third-party financial audits every year and environmental, health and safety audits every two years. An external auditor reviews Southwire’s financial statements to provide an accurate, unbiased report of the company’s financial condition, helping to ensure integrity in our fiscal reporting. Because Southwire is privately owned, our financial statements are not publicly available. However, the board scrutinizes the company’s financial performance carefully, with a close eye on profitability, strategy and business ethics. Read about Southwire’s approach to maintaining strong financial performance here.