91°µÍø

LEADING WITH GOOD CORPORATE GOVERNANCE 

Our corporate governance practices and policies promote the long-term interests of our shareholders, strengthen the accountability of our board of directors and management, and help build public trust in our company. Our governance framework is built on a foundation of written policies and guidelines, which we review and update continually to reflect best practices and feedback from our shareholders. Our corporate governance practices align with the governance principles set out in the corporate governance framework established by the Investor Stewardship Group for U.S.-listed companies.

Some highlights of our corporate governance practices:

• Nine of the 10 directors on our board are independent, all directors are elected annually, and the board chair and CEO roles are separate.
• We have a robust shareholder engagement process and a shareholder proxy access bylaw provision, and our shareholders have the right to call special meetings under specified circumstances.
• We have clear requirements on executive and director stock ownership, as well as a prohibition on hedging or pledging company stock.

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BEING ETHICAL & TRANSPARENT 

Since our company was founded in 1900, we have maintained a reputation for integrity. More than 120 years later, integrity remains one of our core values, and we view our reputation for doing business honestly as a competitive advantage.

Our robust compliance and ethics program ensures our employees understand and follow our Code of Ethics (updated in 2023), which describes our fundamental beliefs and expectations for ethical business conduct. Our employees also participate in regular compliance and ethics training, role-model and promote ethical behavior, and are instructed on how to communicate concerns of unethical behavior.

We have a strong Anti-Bribery Policy and require employees who work in international sales or interact with foreign government officials, senior management and their direct reports and third-party intermediaries to take anti-bribery training. Our contracts and purchasing policies require contractors, suppliers, service providers and other partners to comply with our anti-bribery policy, as well as all statutes and regulations regarding corruption and bribery.

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PARTICIPATING IN PUBLIC POLICY 

Our ethical and transparent involvement in public policy includes coalition and relationship building, advocacy, political contributions and grassroots activities. As active members of our communities, we participate in the political process to help shape policy and legislation affecting our company and industry, and we do so without regard to the private political preferences of executives. All political contributions are managed by our government affairs team under a general delegation of authority from our general counsel. Public policy and legislative priorities are reviewed regularly with senior business leaders and at least annually with our board of directors' Governance and Corporate Responsibility Committee.

Our political engagement is tied to our business strategies and is an important way to maintain our license to operate. Current issues of importance to us include:

• Taxation of timberlands in the United States
• Softwood lumber trade between the United States and Canada and trade policy in Asia
• Forest management policies, conservation benefits of forest management and the use of herbicides in silvicultural practices
• Energy policies, including the role of biomass in renewable energy policies
• Climate policies, including impacts on manufacturing costs and positive recognition of sequestered carbon in forests and forest products. If legislation is proposed to address climate change, we support federal action rather than state-specific solutions. We support climate policies that achieve the following:
  • Recognize managed, productive forests and wood products as part of the solution to climate change
  • Recognize carbon dioxide emissions from biomass as carbon neutral
  • Establish a robust market-based program that allows credit for the sequestration and storage of carbon through reforestation, afforestation, avoided deforestation, harvested wood products and forest management projects
  • Provide credit for early actions, such as those taken over the past decade, that reduce greenhouse gas emissions or increase sequestration of atmospheric carbon dioxide
  • Ensure energy-intensive manufacturers are not at a competitive disadvantage
• Clean air and water policies, including impacts on manufacturing processes and forest management activities
• Recognition for the sustainable attributes of wood and forest products, including mass timber construction
• Conservation of, and access to, the boreal forest and protection of caribou in Canada
• Recognition for all credible forest certification standards

We follow both the letter and the spirit of the laws governing lobbying. Our managers receive regular training on current laws and practices, and we work fairly and honestly with public officials at all levels. We are members of more than 100 local, regional, provincial and national associations.

Some states allow companies to contribute directly to campaigns for state and local offices and for ballot measures. We file these contributions as required at state and local levels. We also sponsor a U.S. 91°µÍø Political Action Committee, which solicits voluntary contributions from eligible shareholders, employees and our company board of directors. WPAC contribution reports are filed with the Federal Election Commission, and we provide a summary in our annual report of WPAC political donations.

In addition to providing employment and fostering economic activity in the communities in which we operate, we also support our local communities through a variety of U.S. federal, state and local tax payments, as well as federal and provincial tax payments in Canada. We develop tax-efficient solutions that support the company’s operational initiatives and goals and minimize our consolidated tax risks and liabilities. Our corporate tax policies and strategy are rooted in our company’s Code of Ethics.

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ENSURING DISCIPLINED RISK MANAGEMENT 

Making the right decisions for our business requires a strong understanding of risk. We use disciplined processes to manage our environmental, safety, social and public policy risks so our leaders and employees can make safe and informed decisions.

Annually, we carry out an enterprise-wide risk assessment to gather information from across the organization to ensure we understand where our greatest exposures reside and what is material to our company. The analysis is conducted under the guidance of our chief compliance officer, with assistance from other members of the management team, and reviewed by our board of directors.

We regularly conduct internal audits to ensure compliance with environmental, safety, financial, disclosure and other regulations; our own voluntary standards; and our company policies. When noncompliance issues are identified, we develop, implement and track implementation of corrective action plans to ensure timely resolution.

KPMG, LLP, our independent public accounting firm, audits our accounting processes, financial reporting and internal controls on an ongoing basis. We also receive limited assurance of our Scope 1 and Scope 2 greenhouse gas emissions from ERM CVS.

We focus on managing cybersecurity risk through a program that includes regular information security training (at least annually), systems testing, testing and audits of our IT controls, and alignment of our program with the National Institute of Standards and Technology Cybersecurity Framework. Learn more about how we manage cybersecurity risk.

We maintain and regularly update company policies that guide our business, inform our employees and help manage our identified risks, including the following:

• Anti-Bribery Policy
• Anti-Discrimination, Anti-Harassment and Equal Employment Opportunity Policy
• Chemical Management Policy
• Environmental Policy
• Health and Safety Policy
• Human Rights Policy
• Product Stewardship Policy
• Supplier Code of Ethics
• Sustainable Forestry Policy
• Threatened and Endangered Species Policy
• Wood Procurement Policy

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DETERMINING WHAT IS SIGNIFICANT 

We conduct a materiality assessment to ensure that our sustainability strategy and disclosure always reflect the most important sustainability topics for our company and industry, while also being mindful of changes in the sustainability reporting landscape. To that end, we are guided by the Global Reporting Initiative (GRI) best practice standards for determining and disclosing material topics, defined as those that represent the most significant impacts on the economy, environment and people.

In 2024 and early 2025, we devoted significant effort to our sustainability materiality assessment process to ensure it continues to reflect our company’s goals and values. We convened internal subject matter experts to assess our material topics and their underlying definitions, ensuring that topic coverage and identification reflect our company and core values. In addition, we incorporated industry sector-specific guidance on material topics from the International Financial Reporting Standards’ Sustainability Accounting Standards Board (IFRS SASB) Standards and the World Business Council for Sustainable Development (WBCSD) Forest Sector Roadmap.

Our internal contributors include subject matter experts from across our corporate functions, business lines and geographical regions, representing a range of voices on our company priorities. We also incorporate sustainability-related insights from our enterprise risk assessment and from external stakeholders, including customers, local communities, nongovernmental organizations, research partners, employees and investors. Our prioritization matrix communicates the extent to which each of our material topics both impacts our business and is important to our stakeholders.

Our company leadership, including the CEO and board of directors, reviews and confirms the sustainability materiality assessment process and outcomes, and we confirm our assessment annually as a part of our sustainability reporting efforts.

Our company Core Values are tied to our material sustainability topics and can be found in our Sustainability Highlights publication and throughout our sustainability-related webpages. We monitor and track our performance on all our material sustainability topics in our ESG Data Table and integrate that performance tracking in our sustainability strategy. Our GRI Index serves as a guide to that disclosure.

We are an integrated forest products company, primarily selling to other companies, and we do not outsource the making of our products or the management of our forests. That means most of our topics are significant within the boundaries of our company. When we are reliant on entities that are within our value chain or could have an impact on other areas, we discuss our relationship with those entities in the relevant portions of this website's sustainability and business sections or other company disclosures, such as our Annual Report and 10-K.

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