Our framework for corporate governance is set forth in our Governance Principles and our Third Amended Bylaws which can be found on our website, in the investors section, under corporate governance.
Our Governance Principles provide guidelines for Board matters, including the leadership structure of the Board. Written charters for the Board’s Audit Committee, Compensation Committee, Governance & Corporate Responsibility Committee, and Conflicts Committee (a subcommittee of the Governance & Corporate Responsibility Committee) describe the roles and responsibilities of each committee.
Additionally, our Code of Conduct applies to all officers, directors, and employees.
The primary responsibility for developing, managing, and executing our strategy, including our people, planet, and principles priorities, rests with our management team. Allyson Anderson Book, our vice president of energy transition, oversees our energy transition strategy and serves as the primary point of contact on day-to-day sustainability matters. Additionally, Allyson chairs our Sustainability Steering Team that, together with subject matter working teams, manages our sustainability priorities, sets goals, monitors our progress, and coordinates our sustainability reporting. We encourage you to read the letter from Allyson at the beginning of this report. We also have a formalized sustainability management structure with designated executive sponsors that report to the Board.
Aligning compensation practices with our priorities
We design our compensation programs to support our long-term strategy and shareholder value. We are deliberate in ensuring a significant portion of total compensation is at-risk and performance based, combining financial metrics and strategic blueprint priorities in our short-term incentive plan, and relative performance metrics and time-based awards in our long-term incentive plan. We believe this strikes the right balance to ensure compensation is responsive to performance and appropriately aligned with shareholders.
During 2020, we made several compensation decisions that reflected the market conditions, including no base salary increases. Annual bonuses were awarded 40% below target and long-term incentive grants were 60% performance share units for Mr. Simonelli and 50% for other executives.
To provide our shareholders and other interested parties with a direct and open line of communication to the Baker Hughes Board, shareholders may communicate with any member of the Board, including our independent lead director, the chair of any committee or with the non-management directors of the company as a group, by sending such written communication to our Corporate Secretary, c/o Baker Hughes Company, 17021 Aldine Westfield Road, Houston, Texas, 77073, USA or by email at firstname.lastname@example.org.