Fostering sustainability through governance

Governance and sustainability

Our work is driven by the belief that upholding the highest standards of ethics and responsibility is not optional – it is the only way to succeed in business in today’s world. Our deep commitment to ethical operations and legal compliance shapes every interaction with our employees, our stakeholders and our customers. We build our operations around the touchstones of decency, integrity and respect in service of our four values: trust, partnership, agility and initiative. Our governance structure enables independent, experienced and accomplished directors to provide advice, insight, guidance and oversight to advance the interests of the company and our stockholders. We have long maintained strong governance standards and a commitment to transparent financial reporting and strong internal controls.

Board structure and practices

  • Our Board has an independent chairman.
  • Each of our Board members is elected annually.
  • We have majority voting for our director elections.
  • 14 of our 15 Board nominees are independent.
  • Over 25% of our directors are women.
  • We have adopted proxy access.
  • Our independent directors meet frequently in executive session.
  • Our Board and committees engage in annual self-assessments.
  • Our Board continuously assesses refreshment.
  • Each director’s service is limited by age and tenure.

Risk management and compensation

  • Our Board actively oversees our risk and risk-management practices, fostering a risk-aware culture while encouraging thoughtful risk-taking.
  • Our Board receives information about cyber-readiness, adversary assessment and our risk profile status and is apprised of incident simulations and response plans, including for cyber and data breaches, on a regular basis.
  • Our Code of Conduct and Insider Trading Policy prohibit inappropriate trading activities, including hedging and pledging arrangements.
  • We have stock ownership requirements for executive officers and certain other senior executives and guidelines for directors.
  • Our Board is actively engaged in managing talent and long-term succession planning.

Learn more about Mastercard's governance