Corporate Governance
Kimberly-Clark was founded in 1872 on the guiding principles of Quality, Service and Fair Dealing. Those principles remain the same today and form the foundation for how we work with our partners, our customers and each other.
Strong corporate governance is the foundation of our business success. It positions us to make good decisions in the interest of our shareholders and the long-term success of Kimberly-Clark. It also sets the tone for our ethical standards and corporate culture, which permeate across the company. Our Board of Directors and management team are committed to sound, ethical business practices, and to promote conducting operations with the highest standards and integrity.
Our Board of Directors
Our Board believes that there is a direct connection between good corporate governance and long-term, sustained business success, and believes it is important to uphold sound governance practices.
Our Board is responsible for overseeing our long-term strategic development and providing risk oversight with respect to our operations. In connection with this oversight, our Board particularly focuses on our strategic and operational risks, as well as related risk mitigation. In addition, our Board reviews and oversees management’s response to key risks facing Kimberly-Clark.
Our By-Laws provide that a majority of our directors must be independent. We believe our independent board helps ensure good corporate governance and strong internal controls. Our Chair and Chief Executive Officer, Michael Hsu, is the only Board member not considered independent. Our Audit, Nominating and Corporate Governance, and Management Development and Compensation Committees consist entirely of independent Board members.
Our Board has established a leadership structure that allocates responsibilities between Mr. Hsu, as our Chair, and our independent Lead Director, because it believes that this allocation provides for dynamic Board leadership while maintaining strong independence and oversight.
ESG Oversight
Our Board of Directors has established and approved the framework for our sustainability-related policies and procedures, including environmental stewardship, energy and climate, fiber sourcing, waste and water management, product safety, charitable contributions, human rights, labor and inclusion, equity and diversity in employment. Our Board and its Committees receive regular reports from management on these topics and any related goals and our progress toward achieving them.
Our Board oversees risk management, including risks related to environmental issues, including climate-related risks and opportunities, and social issues. Our Board is focused on our long-term business strategy, including fostering sustainability-driven innovations, and incorporates our sustainability risks and opportunities into its overall strategic decision-making. Sustainability risk areas for our company include shifting customer and consumer preferences toward sustainable products, increasing regulation and mandates related to single-use plastics and climate emissions, supply chain risks related to water security and deforestation and the cost of the commodities and natural resources required to make and market our products.
At the end of 2022, our Board formed a new Sustainability Subcommittee of the Nominating and Corporate Governance Committee to support the Committee in executing its oversight responsibilities for matters relating to sustainability, corporate social responsibilities and corporate citizenship and as we continue to incorporate related risks and opportunities into the Board’s overall strategic decision-making.
Kimberly-Clark’s sustainability program is guided by our Sustainability Executive Steering Committee, which comprises members of our Executive Leadership Team. This committee meets at least quarterly to review and adjust the program’s direction, address barriers to success, and assess the health of our long-term strategy. In 2022, we established a cross-functional ESG Disclosure Committee to help ensure that we implement and maintain internal procedures for the timely collection, evaluation and disclosure of ESG-related information and to provide oversight and direction for reporting and disclosure matters, materiality assessments and internal and external assurance activities. This Committee meets monthly.
Climate and sustainability-related initiatives are operationalized through our Sustainability function, which is led by our Vice President of Safety, Sustainability, and Occupational Health. The function’s team comprises global program leaders who work cross-functionally to coordinate the execution of programs supporting our climate, energy, environmental stewardship, fiber sourcing, water management, health and safety, human rights and other sustainability efforts. This team collaborates with Kimberly-Clark’s business unit and sector teams and conducts periodic reviews to assess team targets and align actions for each pillar of our 2030 sustainability ambitions.
Board Refreshment, Selection and Composition
Our Board has adopted a succession planning policy that formalizes its commitment to refreshing and maintaining a group of directors with diverse perspectives and capabilities.
The Nominating and Corporate Governance Committee maintains and reviews the Board succession plan, taking into account current composition and qualifications, current and expected needs, director tenure, the effectiveness of our Board and any planned or unplanned vacancies. The Committee may receive recommendations for Board candidates from various sources, including our directors, management and stockholders and periodically retains a search firm to assist it in identifying and recruiting director candidates.
The Nominating and Corporate Governance Committee believes that the criteria for director nominees should foster effective corporate governance, support our strategies and businesses and ensure that our directors, as a group, both have an overall mix of the attributes needed for an effective Board and reflect diversity of background and viewpoint. In addition, all nominees must possess high standards for ethical behavior, good interpersonal skills and a proactive and solution-oriented leadership style.
The Nominating and Corporate Governance Committee believes that diversity of backgrounds and viewpoints is a key attribute to include in the boardroom. As a result, the Committee seeks to have a diverse Board that is representative of our customer, consumer, employee and stockholder base, including gender and ethnic/racial diversity. Our Board currently includes individuals of differing ages, races and genders. See our latest proxy statement for board diversity information Proxy statement.
Stockholder Engagement
We regularly engage with investors to understand their perspectives on a variety of topics. In 2022, we reached out to stockholders representing approximately 50 percent of our common stock and engaged with stockholders representing approximately 28 percent of our common stock. We discussed many key topics, including our approach to director refreshment, our commitment to inclusion, equity and diversity, our corporate governance practices, significant enhancements to our corporate social responsibility and sustainability disclosures and our executive compensation program. Engagement helps ensure that management and our Board understand and consider the issues that matter most to our stockholders and enables us to address them effectively.
Related documentation
For more information on our governance management, policies, and charters, please follow the following links:
Kimberly-Clark Governance Policies
Proxy statement
Executive Leadership
Chairman and CEO
Audit Committee Charter
Management Development and Compensation Committee Charter
Nominating and Corporate Governance Committee Charter
Kimberly-Clark Corporation Corporate Governance Policies
Code of Conduct
Complaint Procedures for Accounting and Auditing Matters
Government Relations and Political Spending Disclosure
Stock Option Practices
Hedging and Pledging Policy
Guidelines for Hiring Employees of Independent Auditors
Certificate of Incorporation
Slavery and Human Trafficking Statement
Antitrust & Competition Compliance
Charitable Donations Policy
Animal Testing
Corporate Quality Policy
By-Laws of Kimberly-Clark Corporation
Contact the Board
Published June 2023
