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GOVERNANCE 

Carpenter Technology is committed to maintaining strong and effective corporate governance practices to deliver shareholder value and maintain accountability to our stakeholders.

Carpenter Technology 2024 Governance
Carpenter Technology 2024 Governance

Leadership Structure

Board of Directors

The Board maintains overall responsibility for Environmental, Social, and Governance (ESG) related matters, including climate-related risks and opportunities.

Our Board of Directors comprises 11 directors, of which 10 are independent, with one, our President and Chief Executive Officer, being an employee director. The roles of Chairman of the Board and Chief Executive Officer are split into two separate positions, which allows our Chief Executive Officer to concentrate on operational and strategic issues while the Chairman focuses on governance and Board leadership. In addition, our Board regularly meets in executive sessions, without management, to facilitate communication among independent directors.

The skill set of our current Board is broad and diverse, with experience in operational manufacturing, finance, strategy, international, R&D, and innovations, as well as CEO experience and key industry experience. Additionally, 40% of our Board members are women or ethnically diverse. Further information on our current Board members, including committee roles, can be found in our 2024 Proxy Statement.

  • Corporate Governance Committee: Leads the ESG program, including climate-related matters, for the Board.
  • Science, Technology, and Sustainability Committee: Reviews actions and progress of sustainability efforts to reduce environmental impact, including reporting of metrics.
  • Human Capital Management Committee: Reviews human capital, diversity, DE&I, talent management and retention, and Corporate Social Responsibility activities.

 

CEO

Responsible for management’s execution of ESG activities and sets strategic direction for ESG program and sustainability efforts.

Steering Committee

The ESG Steering Committee, which includes the Company’s functional and business leaders, ensures the sustainability strategy is aligned across the enterprise and defines targets that inform our public reporting. The Steering Committee reports to the CEO.

  • Senior VP and General Counsel
  • VP and Chief Human Resources Officer
  • VP and Chief Technology Officer
  • VP of Corporate EHS and Security
  • VP of Investor Relations and Corporate Development
  • ESG Specialist

Functional Teams

The functional teams execute the ESG efforts as defined by the ESG Steering Committee. Efforts are coordinated and regularly reviewed to ensure alignment with the Company’s ESG strategy.

  • Environment, Health, Safety, and Security
  • Human Resources
  • Operations
  • Procurement
  • Research and Development

 

VIEW THE 2024 PROXY STATEMENT

VIEW THE INVESTOR RELATIONS WEBSITE

 

Ethics and Compliance

Employee Expectations

We expect our employees, management, and Board of Directors to act in accordance with the highest ethical standards and integrity as embodied in our Code of Business  Conduct and Ethics. We are committed to maintaining a culture rooted in respect for fundamental human rights, consistent with our Core Values. Our Human Rights Policy applies to all employees, customers, and vendors and sets forth our approach to ensuring socially responsible business practices.

In addition, the Board of Directors has adopted a Code of Ethics for Carpenter Technology’s CEO and senior leadership.

All salaried, full-time employees receive annual ethics and compliance training on the Code of Business Conduct and Ethics, including topics such as conflicts of interest, anti-corruption, trade compliance, diversity, and ethical work practices. In addition to the formal compliance program, the Board encourages management to continuously promote a corporate culture that incorporates business integrity into Carpenter Technology’s overall corporate strategy, business, and day-to-day operations. Our Code of Business Conduct and Ethics applies to all employees, including management, executives, and our Board of Directors.

Compliance Reporting

To encourage compliance with our ethical standards, Carpenter Technology maintains EthicsPoint®, an anonymous, third-party electronic reporting system and telephone hotline available 24 hours a day, 7 days a week in multiple languages. Concerned stakeholders such as employees, suppliers, and customers can file reports or concerns about possible ethical violations, including ESG-related matters, without fear of identification or retaliation. Carpenter Technology investigates all reports. We take reports seriously and endeavor to respond to concerns within 48 hours.

STAKEHOLDER ENGAGEMENT 

To execute our sustainability strategy, we engage with many stakeholder groups using various channels and frequencies. Topics include environmental, social, and governance activities, as well as financial performance, business strategy, and outcomes.

Employees

  • Internal communication campaigns provide frequent news updates.
  • Our Diversity, Inclusion, and Belonging Committee builds awareness around key diversity topics. 
  • Companywide engagement efforts ensure our employees are celebrated and their voices are heard. 
  • Our best-in-class training approach ensures employees are properly trained in safety, leadership, and career development.
  • Incentive programs encourage executive management and employees to perform across safety and ESG.

Communities

  • Engage in community events through volunteerism, financial support, and sponsorship.
  • Collaborate with community organizations to provide educational opportunities that align with our expertise.
  • Partner with emergency response teams for emergency preparedness.

Shareholders

  • Regularly engage shareholders on a range of topics, including financial performance and our sustainability efforts, strategy, and progress.

Customers

  • Partner with our customers to identify and provide sustainable material solutions for their sustainability-related challenges. 
  • Provide information about our sustainability program for their supplier sustainability efforts.

Suppliers

  • Engage with suppliers on environmental and human rights-related topics through business review, quality discussions, and cost discussions.
  • Discuss sustainability performance, progress and opportunities, and alignment to quality and sustainability standards.

Industry Associations

  • Participate in several organizations, including the National Safety Council (NSC), National Association of Manufacturers (NAM), and Responsible Minerals Initiative (RMI), to understand and collaborate on best practices in areas such as safety, manufacturing, and procurement.

Cybersecurity and Risk Management

As cybersecurity risks continue to affect businesses globally, Carpenter Technology understands protecting business, employee, and customer information, data, and systems is of critical importance. Through a series of cybersecurity imperatives aligned with the National Institute of Standards and Technology (NIST), Carpenter Technology identifies and manages potential cyber risks. Imperatives include:

  • Increasing Visibility
  • Rapid Response
  • Shrink Surface of Attack
  • Identity Management
  • Supply Chain Risk Management
  • Data-Centric Security

Cybersecurity Engagement

Our cybersecurity team and organizational partnerships ensure our employees, intellectual property, and customers are protected from various cyberthreats. Our cybersecurity team demonstrates competence through best-in-class certifications and engages regularly with third parties and federal organizations to further protect our information.

Carpenter Technology maintains a Cybersecurity Incident Response Plan (CIRP) which provides specific guidance and documentation for proper incident handling and communication. The CIRP applies to all locations and situations where our business is conducted. All cybersecurity incidents, regardless of severity, are to be promptly handled according to this plan.

The Audit/Finance Committee of the Board of Directors oversees the Company’s risk management program, including information security. The Board of Directors is also regularly briefed on Carpenter Technology’s cybersecurity risks and mitigation efforts.

ESG Resources


Sustainability Reporting

• Sustainable Accounting Standards Board Tables
• Taskforce on Climate Related Financial Disclosure (TCFD) Report
• Previous Sustainability Reports


Legal

• Supplier Code of Conduct
• Conflict Minerals Policy
• Conflict Minerals Disclosure
• Conflict Minerals Reporting
• Anti-Human Trafficking and Slavery Statement


Investor Relations

• Proxy Statements
• Annual Report
• SEC Filings
• Corporate Governance Guidelines
• Code of Conduct & Ethics


Quality Certifications

• Quality Information Brochure
• ISO14001 Certifications
• Nadcap Certifications
• Customer Certifications
• …and more