Governance

Winning the Right Way, every day

At H.B. Fuller, our values and strong commitment to integrity make us a trusted partner to customers and communities around the world.

Our environmental, social and governance (ESG) programs are a source of competitive advantage that is increasingly embedded in everything we do.

Our approach to governance is supported by industry best practices and a best-in-class framework, which includes guidelines around disclosure, transparency, and zero-tolerance retaliation as well as Board independence, diversity, and rotation.

Our governance efforts include executive-led, strategic committees focused on communicating the company’s vision for sustainability, ethics, data privacy, cybersecurity, and environmental, health, and safety (EHS).

We consistently strive to model appropriate governance behaviors and continually review our human rights position and associated supply chain transparency.

By establishing an independent and diverse Board of Directors, a Business Ethics and Compliance Committee, a robust Code of Business Conduct and core policies applicable to all employees, we expect our organization to adopt an open and ethical culture in compliance with the highest ethics standards. “Winning the Right Way” — the first time and every time — is how we ultimately enhance trust with our stakeholders, customers and partners around the world, each and every day.

Our clear corporate governance structure and Ethics & Compliance program — grounded in our core beliefs and Code of Business Conduct, drive our strategic business decisions and actions as we strive to foster a culture of integrity, transparency, inclusivity and respect for all people.

The affairs of the company are managed under the overall direction of the Board of Directors. Our corporate governance matters are described in our 2023 Proxy Statement, along with our Corporate Governance Guidelines and committee charters. These include Audit, Compensation, and Corporate Governance and Nominating committees and are published on our Investor Relations website. These documents outline the role of our Board and its committees as well as key governance practices.

We continuously assess our corporate governance policies and initiatives. ESG oversight is a responsibility of our Corporate Governance and Nominating Committee. This Committee receives periodic updates from management on ESG policies and practices and ensures the right engagement with and disclosures to shareholders and other stakeholders. The company has executive-led committees responsible for the coordination and integration of sustainability, EHS, and cybersecurity. The work of these committees is monitored by the Board.

H.B. Fuller is recognized as a leading ESG company for its commitment to delivering the right results in the right way. We are focused on operating safely and sustainably, ensuring a diverse and inclusive workforce, and striving to make a difference through social impact initiatives. We are committed to ongoing compliance with a wide range of laws and regulations that govern our business and to upholding the highest ethical standards, regardless of when and where we conduct business.

Managing business ethics and compliance – We believe that integrity, reputation and successful execution of our ethics and compliance programs are key to our growth strategy, and we expect our employees to act in a respectful and ethical manner every day. Globally, we ensure they follow an ethical path by:

Empowering employees through training – Our Code of Business Conduct embodies H.B. Fuller’s corporate compliance. Available in 10 languages, it summarizes our practices and guides our everyday actions and interactions with stakeholders. On an annual basis, all employees, including directors and executive officers, are required to complete online training on our Code, and on core policy and ethics topics such as Harassment, Workplace Violence, Gifts & Entertainment, Conflicts of Interest, Health & Safety, Proprietary Information, Hotline Reporting & Investigations, and Ethical Leadership. In 2022, we achieved global training completion rates of 95% across our organization. We continually assess and refine our Ethics & Compliance program and training to ensure it remains relevant and effective. In 2023, we are refreshing and modernizing our program with the launch of a more interactive and inclusive online format.

Providing ethics resources – To ensure employees comprehend and adopt our ethical principles, we offer a range of resources. When difficult issues arise, we encourage employees to ask questions and seek advice from their manager, Human Resources, or our Law department. Employees can also report their concern(s) 24/7, online or by phone, via our ethics helpline. Reports can be made anonymously, where legally permitted.

Each report is reviewed by the company’s Ethics & Compliance team and escalated as appropriate for investigation and response, including suitable corrective actions. We take all concerns raised seriously, and we do not tolerate retaliation based on reporting or participating in an investigation. In 2023, the company is also deploying a new digital mobile solution to allow employees to initiate ethics reports “on the go” by scanning a QR code from their smartphones. Except where limited by local law, all reporting methods grant anonymity at the choice of the reporter, who will receive an encrypted email option to make it easier to follow up on their report.

At H.B. Fuller, we believe in Winning the Right Way. Our commitment to ethical conduct includes everyone - employees, customers and vendors. If you encounter misconduct, we encourage you to report your concerns by using our Helpline Link. All reports are handled confidentially, with the option to report anonymously subject to local law.

Ensuring a safe place to work – The safety of our employees, contractors and visitors is our highest priority. To ensure a safe work environment, H.B. Fuller has a zero-tolerance policy on violence. Behaviors that violate this policy are subject to discipline, up to and including employment termination.

H.B. Fuller’s Information Technology team safeguards company and customer data by following a comprehensive information security program that articulates our goals around acceptable use, risk management, data privacy, education and awareness, security incident management and reporting, security monitoring, and vulnerability identification.

We regularly improve and update our cybersecurity program, including independent program assessments with external experts, penetration testing and scanning of our systems for vulnerabilities.

We believe cybersecurity is every employee’s responsibility. We regularly educate and share lessons learned across the organization to raise awareness of cyberthreats. In 2022, as part of worldwide Cybersecurity Awareness Month, several lessons about smishing/phishing, passwords, social media, home office, and mobile security were featured in our global employee newsletter.