Strong Governance

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 regularly 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:

• Ten of the 11 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 for 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 125 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, 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 social license to operate. Current issues of importance to us include:

• Federal, state and local tax policy, including the taxation of REITs
• Softwood lumber trade between the United States and Canada and other international trade policies
• 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
• Housing policies
• Climate policies, including impacts on manufacturing costs and recognition of sequestered carbon in forests and forest products. We support climate policies that achieve the following:
  • Recognize sustainably managed, productive forests and wood products as part of the solution to climate change
  • Appropriately account for carbon dioxide emissions from biomass as carbon neutral when sourced from sustainably managed forests
  • Establish a robust market-based program that allows credit for the sequestration and storage of carbon through improved forest management and harvested wood products
  • 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, including maintaining and creating habitat for species at risk in Canada, including caribou, through sustainable forest management practices
• 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 related to our business.

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. Weyerhaeuser 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 where 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 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 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. For our forest certification program, we partner with NSF to conduct third-party auditing to the SFI/PEFC standards. 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. The following are just a few of the sustainability-related policies that we keep:

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

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HOW WE DETERMINE SIGNIFICANT TOPICS

We conduct an annual materiality assessment to ensure our sustainability strategy and disclosures 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 addition, we incorporated industry sector-specific guidance on material topics from the International Financial Reporting Standards’ Sustainability Accounting Standards Board (IFRS SASB) standards. We share a list of these topics in our GRI Index.

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 insights from our enterprise risk assessment and from external stakeholders, including customers, local communities, nongovernmental organizations, research partners, employees and investors. Our prioritization process considers the extent to which each of our material topics both impacts our business and is important to our stakeholders.

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