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Governance

Key Resources:
Board Governance Highlights
Independence*
  • 93% of our directors are independent and all committees of the Board are comprised of independent directors.
  • Independent directors regularly meet in executive session throughout the year
  • Our Lead Independent Director provides leadership to independent directors through responsibilities expressly defined in Fifth Third’s Corporate Governance Guidelines.
  • 44% of our directors are diverse in terms of ethnicity or gender, including the chairs of our Audit Committee and Technology Committee.
*As of August 21, 2023
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 had an aggregate attendance rate of 96% during 2023.
  • Directors are subject to over-boarding restrictions, updated in 2021, to improve Board effectiveness, ensure that directors have sufficient time and attention to devote to their duties at Fifth Third, and more closely align with shareholder expectations. Directors may serve on four total public company boards and Directors who are active CEOs may serve on two total public company boards.
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 to enhance directors’ knowledge on topics relevant to oversight of a large financial institution. Director education sessions typically occur at every regularly scheduled Board meeting and also several times a year in Committee meetings. In 2023, the Board and its Committees had a total of 30 education sessions.
  • Directors are subject to share ownership requirements.
  • All directors and employees are prohibited from engaging in speculative trading and hedging.
  • At Fifth Third’s 2023 Annual Meeting, shareholders approved a non-binding advisory “Say-on-Pay” proposal with 95% of the votes cast voting in favor.
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Download and view the charter from Our committees:

Code of business conduct & ethics
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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.

For more details:

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

The state of ESG and Sustainability disclosure requirements, both voluntary & regulatory, is evolving. Please reach out to Fifth Third Investor Relations for any questions or for further information regarding Fifth Third’s current Sustainability policies and practices.