Board Governance Highlights
Independence
  • 87% of our directors are independent and all committees of the Board are comprised of independent directors.
  • Independent directors meet in executive session at regularly scheduled board and committee meetings.
  • Our Lead Independent Director provides leadership to independent directors through responsibilities expressly defined in Fifth Third’s Corporate Governance Guidelines.
  • 33% of our directors are female, including our Lead Independent Director and the Chair of our Audit Committee.
  • 20% of our directors are diverse, including the Chair of our Technology Committee.
Accountability
  • All directors must be elected annually with no staggered or multi-year terms. Fifth Third utilizes majority voting requirements for uncontested director elections.
  • The Board of Directors and its committees have an aggregate attendance rate of 95%.
  • Directors are subject to overboarding restrictions which align with shareholder expectations.
Effectiveness
  • Directors receive annual ethics training and must review and acknowledge the Code of Business Conduct and Ethics.
  • The Board and Nominating and Corporate Governance Committee oversee an annual robust self-assessment process and complete an annual review of directors’ skills and expertise to ensure the Board represents a diverse skill set oriented to the historical and emerging needs of the business.
  • Annually, the Board adopts a robust director education program, which provides education sessions during regularly scheduled Board and committee meetings.
  • Directors are subject to share ownership requirements.
  • All directors and employees are prohibited from engaging in speculative trading and hedging
  • At Fifth Third’s 2020 Annual Meeting, shareholders approved a non-binding advisory “Say-on-Pay” proposal with 93% of the votes cast voting in favor.
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Download and view the charter from Our committees:

Code of business conduct & ethics

Our Code of Business Conduct & Ethics is anchored in Our Fifth Third Compass, including our Core Values: Work as One Bank, Take Accountability, Be Respectful & Inclusive, and Act with Integrity. It outlines the responsibility we have to serve with honesty and integrity, and in compliance with both the letter and the spirit of the law.

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For additional governance disclosures, including our political contributions reports, click here.