SCHN 2017 Proxy Statement

Proposal No. 1 – Election of Directors Diversity The N&CG Committee strives to achieve diversity on the Board by considering skills, experience, education, length of service on the Board, and such other factors as it deems appropriate. The N&CG Committee and the Board define diversity broadly to include the background, professional experience, skills, and viewpoints necessary to achieve a balance and mix of perspectives. In evaluating potential director candidates, the N&CG Committee and the Board place particular emphasis on diversity. Our Board recognizes the value of diversity and considers how a candidate may contribute to the Board in a way that can enhance perspective and judgment through diversity in gender, age, ethnic background, geographic origin, and professional experience. Valued Expertise, Skills and Experience CEO / PRESIDENT 67% of Directors CFO / FINANCE 67% of Directors PUBLIC BOARD 89% of Directors INTERNATIONAL BUSINESS 100% of Directors EXECUTIVE COMPENSATION 89% of Directors COMMODITIES 78% of Directors STRATEGIC ANALYSIS / PLANNING 100% of Directors MERGER & ACQUISITION 100% of Directors GROWTH MANAGEMENT & ORGANIZATIONAL INTEGRATION 89% of Directors STEEL / SCRAP INDUSTRY 44% of Directors AUTOMOTIVE / AUTO PARTS INDUSTRY 44% of Directors ENVIRONMENTAL /SUSTAINABILITY 56% of Directors BUSINESS DEVELOPMENT 100% of Directors CHANGE MANAGEMENT 100% of Directors RISK MANAGEMENT 100% of Directors INDUSTRIAL OPERATIONAL / COO 67% of Directors INFORMATIONAL TECHNOLOGY 56% of Directors GOVERNMENT RELATIONS / ADVOCACY / COMMUNITY RELATIONSHIPS 56% of Directors PROCUREMENT, FREIGHT AND LOGISTICS 56% of Directors LEGAL 33% of Directors INVESTOR / MEDIA RELATIONS 100% of Directors HUMAN RESOURCES 78% of Directors Board Self-Assessments The Board conducts annual self-evaluations to determine whether it and its committees are functioning effectively and whether its governing documents continue to remain appropriate. Our Board’s self-evaluation is facilitated by a wide range of questions related to topics including operations, composition of the Board, Board diversity, responsibilities, governing documents, and resources. As part of the Board self-evaluation process, each director also conducts an evaluation of the Chairman of the Board and the Lead Director. The process is designed and overseen by the N&CG Committee, and the results of the evaluations are discussed 26 | Notice of Annual Meeting of Shareholders and 2017 Proxy Statement