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Board practices

  • Frequent executive sessions of independent directors
  • Annual Board and committee self-evaluations
  • Continuous assessment of Board refreshment
  • Oversight of risk management practices, fostering a risk-aware culture while encouraging thoughtful risk-taking
  • Consideration of issues of cyber readiness, adversary assessment and our risk profile status and appraisal of incident simulations and response plans, including for cyber and data breaches
  • Active engagement in managing talent and long-term succession planning

Board policies

  • Annual election of directors
  • Majority voting for director elections
  • 12 of 13 directors are independent
  • Proxy access
  • Stockholders’ right to call special meetings (15% threshold)

Board diversity

  • 33% of our independent directors identify as female
  • 67% of our independent directors identify as racially or ethnically diverse
  • 67% of our independent directors are non-U.S. citizens and/or have international experience
  • 12 of our 13 directors have sustainability experience

Learn more about Mastercard’s governance