Governance

The Nominating and Corporate Governance Committee is responsible for overseeing management of risks related to our environmental, sustainability, and corporate social responsibility practices, including risks related to our operations and our supply chain.

During the past year, the Nominating and Corporate Governance Committee met with management and reviewed matters that included the Board’s composition, diversity, and skills in the context of identifying and evaluating new director candidates to join the Board, the Board’s recruitment and self-evaluation processes, consideration of Amazon’s policies and initiatives regarding the environment and sustainability, corporate social responsibility, and corporate governance, and feedback from Amazon’s shareholder engagement on the foregoing matters.

The Leadership Development and Compensation Committee is responsible for overseeing management of risks related to succession planning and compensation for our executive officers and our overall compensation program, including our equity-based compensation plans, as well as risks related to other human capital management matters, including workplace safety, culture, diversity, discrimination, and harassment.

During the past year, the Leadership Development and Compensation Committee met with management and reviewed matters that included the design, amounts, and effectiveness of Amazon’s compensation of senior executives, management succession planning, our benefit and compensation programs, our human resources programs, including review of certain workplace discrimination and harassment reports, worker safety and workplace conditions, and feedback from shareholder engagement.

Workplace safety and our response to the COVID-19 pandemic have been significant topics of discussion and oversight at those meetings since the onset of the pandemic. In addition, the Committee, as well as the full Board, reviewed Amazon’s response to the COVID-19 pandemic and our actions to address and mitigate the pandemic’s impact on employees in regularly scheduled calls throughout 2020, reflecting the fact that the COVID-19 pandemic was significant to so many aspects of our operations that the updates should be provided to the entire Board.

The Audit Committee is responsible for overseeing management of risks related to our financial statements and financial reporting process, data privacy and security, business continuity, and operational risks, the qualifications, independence, and performance of our independent auditors, the performance of our internal audit function, legal and regulatory matters, and our compliance policies and procedures.

During the past year, the Audit Committee met with management and reviewed matters that included Amazon’s risk assessment and compliance functions, data privacy and security, public policy expenditures, treasury and investment matters, accounting industry issues, the reappointment of our independent auditor, and pending litigation. The Audit Committee annually reviews Amazon’s U.S. Political Engagement Policy and Statement and a report on our public policy expenditures. The Audit Committee also met with the auditors to review the scope and results of the auditor’s annual audit and quarterly reviews of Amazon’s financial statements.

We believe that effective corporate governance includes year-round engagement with our shareholders and other stakeholders. We meet regularly with our shareholders, including both large and small investors, to discuss business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics. In a typical year, we will engage with dozens of shareholders, including our largest shareholders, two to three times per year. This outreach is complementary to the hundreds of touchpoints our Investor Relations team has with shareholders each year.

We find it beneficial to have ongoing dialogue with our shareholders throughout the year on a full range of investor priorities (instead of engaging with shareholders only prior to our annual meeting on issues to be voted on in the proxy statement). Depending on the circumstance, our lead director or another independent director may engage in these conversations with shareholders as well.

In 2020, as part of our corporate governance engagement, we met with corporate governance representatives at shareholders owning over 40% of our stock (excluding the approximately 14% voted by our founder) and responded to numerous letters from our investors.

Our direct engagement with shareholders helps us better understand our shareholders’ priorities, perspectives, and issues of concern, while giving us an opportunity to elaborate on our many initiatives and practices and to address the extent to which various aspects of these matters are (or are not) significant given the scope and nature of our operations and our existing practices. We take insights from this feedback into consideration and regularly share them with our Board as we review and evolve our practices and disclosures.