2018 Guide to Effective Proxies

2.12 Environmental & social disclosure | 187 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES APPLIED MATERIALS, INC. ARMSTRONG WORLD INDUSTRIES, INC. AT&T, INC. ATLAS AIR WORLDWIDE HOLDINGS, INC. 2018PROXYSTATEMENTSUMMARY Sustainability and Corporate Citizenship Applied is committed to growing its business in a sustainable and socially responsible manner, and we demonstrate our commitment through our corporate citizenship programs and initiatives. We publish an annual Citizenship Report on our website to highlight our social responsibility accomplishments and provide key performance data to our shareholders. Sustainability is integrated into our operations, and we have an Environmental, Health and Safety (“EHS”) organization that is focused on maintaining a safe and healthy working environment, demonstrating environmental leadership, and meetingorexceedingregulatorycompliancestandards.TheHeadofEHSreportstotheBoardofDirectorsonaquarterly basisandprovidesamorein-depthenvironmentalandsustainabilityupdatetotheAuditCommitteeonanannualbasis. We believe that investing in operating our businessinasustainablemanner,investinginourpeople,andinvestinginour communitiesbenefitsAppliedanditsshareholders. Sustainability Š Conductbusinessin environmentally,socially responsibleandethicalmanner Š Protecthealthandsafetyof workers,customersand community Š Designefficientandsustainable products,tominimize environmentalimpact People Š Attract,developandretainworld- classglobalworkforce Š Valueglobaldiversityand respectlocalcultureswherewe dobusiness Š Promotepersonalandcareer developmentforemployeesto encourageinnovationand engagement Community Š Investineducation,artsand culture,civicengagement,and environmentincommunities whereweworkandlive Š Supportemployeeinvolvement throughcharitabledonationsand volunteerprograms Key Sustainability Initiatives HumanCapitalManagement SupplyChain Ourpeopleareourgreateststrength,andwehave establishedpracticestonurtureourhumancapital. Š Advance diversityandinclusion through recruiting andmentoring programs,sponsoring employee resourcegroups andhosting annualdiversity events withtheparticipationofourBoard,CEOand ExecutiveStaff. Š Promote nextgenerationoftechnologyleaders by supporting STEMeducationprograms and promoting participationofgirls,womenandunder- representedminorities inSTEMeducationand careersintechnology. Sustainablesupplychainsarecoretooursuccess, andweactivelypromoteglobalbestpractices. Š Memberof ResponsibleBusinessAlliance (formerlyEICC),anindustrycoalitionpromoting safesupplychains and environmentally responsible,sustainableandethical business operations. Š Committedtohighstandards –haveadopted the RBACodeofConduct andrequire companiesinourglobalsupplychaintoconformto thisCode. Environment Ethics Weseektooperateanddevelopproductsinaway thatminimizesenvironmentalimpact. Š Waterreductionefforts resultedin~6.3Mgallonsof waterrecycledin2016. Š Reducednon-hazardouswaste by30%in2016. Š Minimizecarbonfootprint throughon-site renewableenergy productionanduseof green energy tosupport100%ofpowerneedsofourtwo SantaClaracampuses. Wemaintainthehighestethicalstandardsin interactionswithemployees,customers,suppliers, competitorsandpublic. Š Our StandardsofBusinessConduct includekey provisionson humanrights ,includingprohibitions onuseofchildlabororforced,bondedor indenturedlaborinouroperations. Š Responsiblesourcing ofmaterialsforour products. Š Conduct globaltraining programsandoffer 24/7 BusinessEthicshelplines . AppliedMaterials,Inc. ix CORPORATEGOVERNANCE (CONTINUED) CORPORATEENVIRONMENTALANDSOCIAL RESPONSIBILITY As a leading building products manufacturer, we are committed to operating as a strong corporate citizen across all areas of our business. This commitment is reflected in our ongoing initiatives to design and develop sustainable ceiling and wall productsandsolutionsforeveryspace. Environmental Sustainability We are committed to environmental sustainability and are committed to invest in products which drive towards healthier buildings and spaces. We were the first to developaceilingrecyclingprogramandsince1999, we have diverted more than 200 million square feet of used ceiling tiles from landfills. In 2017, we launched the industry’s first collection of high performance ceiling systems, SUSTAIN™, that are free of Red List chemicals per the Living Building Challenge 3.0 (including no added formaldehyde), have Declare labels, contribute to LEED ® v4 and meet the most stringent sustainability compliance standards. Our effort to reduce and eliminate our environmental footprint throughout the world includes: • upcycling industry waste streams into our products so that we use more waste than we generate, and several of our facilities are zero-waste; • an annual energy reduction target that contributestogreenhouse gasreduction; • rainwater harvesting, water recycling and infrastructure improvements so we use less water; • the first LEED EB Platinum-certified building outside California, Energy Star rated buildings; and • being a founding member in the U.S Green BuildingCouncil. Material Transparency We are actively involved in developing tools and certifications our customers need to be able to fully assess our products including environmental product declarations and product certifications and declarations, such as Cradle to Cradle, Declare and Global GreenTagCert™ and the most stringent sustainabilitycompliancestandards. Safety Safety is a core value at Armstrong; our goal is to have an injury free workplace. As a result of our safety programs, which are integrated into our business from top management to our workers in manufacturing plants, our OSHA recordable rate hasbeenatworldclasslevelsforoveradecade. Social Impact Armstrong World Industries created the Armstrong World Industries Foundation as its philanthropic arm in 1985. Since its inception, the foundation hasawardedinexcessof$50million to 501(c)(3) organizations in communities where employees live and work, and that contribute to reachingunder-servedyoungpeople. More information about our corporate and social responsibility efforts is available in the “Sustainability” section of our website at http://www.armstrongceilings.com. SHAREHOLDER-RECOMMENDEDDIRECTOR CANDIDATES The Governance Committee will consider director candidates nominated by shareholders. The procedures for recommending candidates are posted at https://www.armstrongceilings.com/ corporate/nominating-governance-committee.html. Shareholders who wish to suggest individuals for service on the Board are requested to review Article II, Section 4 of our Bylaws and supply the information required in (a) through (k) of that Section in a written request to the Corporate Secretary at the Company’s corporate offices at 2500 Columbia Avenue, Lancaster, Pennsylvania 17603. When evaluating the candidacy of nominees proposed by shareholders, the Governance Committee may request additional information it may consider reasonable to determine the proposed nominee’s qualifications to serve as a memberoftheBoard. 14 AWI2018ProxyStatement CORPORATEGOVERNANCE,BOARDANDCOMMITTEEMATTERS Code of Ethics and Employee Handbook Our Audit Committee monitors our Code of Ethics applicable to the CEO, Senior Financial Officers and Members of the Board of Directors. The Code includes certain provisions regarding disclosure of violations and waivers of, and amendments to, the Code of Ethics by covered parties. The Code of Ethics is reviewed on an annual basis. AnypersonwhowishestoobtainacopyofourCodeofEthicsmaydosobywritingtotheOfficeoftheSecretary, AtlasAirWorldwideHoldings,Inc.,2000WestchesterAvenue,Purchase,NY10577.AcopyoftheCodeofEthics is available in the Corporate Background section of our website at www.atlasair.com under the heading “Code of Conduct”. We also have an Employee Handbook and Code of Conduct that sets forth, among other things, the policies and business practices that apply to all employees of any AAWW operating subsidiary in accordance with applicable federal, state and local laws and best practices, with the exception of the pilots of Southern. Southern pilots are currentlysubjecttoaseparateEmployeeHandbookthatissimilarincontenttoourEmployeeHandbookandCode of Conduct. We are commencing a comprehensive review of our Employee Handbook and Code of Conduct in 2018 and anticipate having a new single Employee Handbook for all employees of AAWW operating subsidiaries by year-end. The Employee Handbooks address such topics as compliance with laws, moral and ethical conduct, equal employment opportunity, promoting a work environment free from harassment or discrimination, paid time off, work place leaves, the protection of intellectual property and proprietary information, and numerous other personalpoliciesandprocedures. Environmental, Social and Governance Issues As a leading global provider of outsourced aviation operating services, we encounter and manage a broad range of environmental, social and governance (“ESG”) issues. We have identified the following ESG issues, by category,asamongthemostrelevanttoourbusinessandofhighestinteresttoourkeystakeholders: Environmental: • Setting groundwork to participate in CORSIA, the global carbon emissions program governing internationalflyingstartingonJanuary1,2021 • Our current fleet consists primarily of 747-8F, 747-400F and 777F aircraft, which have reduced environmental impact and noise, and are modern assets that we believe are superior in terms of fuel efficiency ,range,capacityandloadingcapabilities • Our newer-model -8F aircraft are about 15% more fuel-efficient than our 400s, which translates into approximately 15%lowercarbondioxideemissions • The-8Fsarealsoapproximately 30%lessnoisy than747-400aircraft • Weconservefuel whereverpossiblethroughourFuelWisefuelmanagementinformationsystem,whichuses our existing data to analyze fuel consumption performance, enabling us to track fuel-burn rates more accuratelyandefficientlyandtoidentifyadditionalopportunitiestoconservefuel • Weworkwithourcustomerstoplanroutesthatare morefuel-efficient • We participate in industry and governmental initiatives to optimize air traffic management systems, where advances could result in substantial reductions in fuel use and emissions and fewer interruptions at airports • Our record on the ground is also very strong, with no significant spills of fuel, deicing fluids or other liquids AtlasAirWorldwideHoldings,Inc. 2018Notice&ProxyStatement | 19 Total of 02 pages in section CorporateGovernance Corporate Social Responsibility AT&T’s Corporate Social Responsibility ( CSR ) approach is based on the foundational belief in the interconnection of our long-term business success and the strength of our communities and world. Governance AT&T’s commitment to CSR is embedded in every company level, and oversight rests with the Public Policy and Corporate Reputation Com- mittee of the AT&T Board of Directors. Our CSR Gover- nance Council is led by our Chief Sustainability Officer and comprises senior executives representing business areas linked to CSR topics deemed most material by our stakeholders. Our Code of Business Conduct puts our values in action and lays out expectations for employees, including our commitments to ethics, diver- sity, privacy, the environment and our communities. Our Principles of Conduct for Suppliers outlines expect- ations for working with AT&T, and covers topics includ- ing sustainable business practices, diversity, conflict minerals, ethics and labor rights, and we score and measure progress. Every new contract agreement with suppliers requires they acknowledge the principles. Environment Our technology plays a critical role in tran- sitioning to a more resource-efficient world by addressing harmful effects of climate change, increasing business resiliency, and improving daily lives. Increased use of technology brings the challenge of greater energy consumption and carbon emissions, and need for greater reuse and recycling. These challenges drove us to establish a 2025 goal to enable carbon savings 10x the footprint of our operations. To meet the goal, we are enhancing the efficiency of our network, investing in renewable energy and delivering sustain- able customer solutions. Additional noted progress: 72% of goal completed 40% of goal completed 60% of goal completed 60% Energy Intensity Reduction 30% Fleet Emissions Reduction Refurbish, reuse or recycle 200M devices 2020 Goals Social Safety: An increasingly mobile world brings with it new challenges. That’s why we were pioneers in raising awareness of distracted driving, and remain passionate about making our roads safer, having collected more than 21 million pledges to avoid dis- tracted driving. We’re also educating consumers about online safety. Info at digitalyou.att.com, later- haters.att.com, itcanwait.com. Education: Since 2008 we’ve committed more than $400M through our Aspire program to student success and career readiness. We’ve added more focus on tech education to help close the gap between job oppor- tunity and needed skills. Signature efforts include affordable on-line masters, and nanodegrees, which offer new pathways to high-demand tech jobs. Internally, the focus is a massive reskilling program for employees who want to update technical capabilities as we transition to a software defined network. Our internal education was supported with $250 million in training and $34 million in tuition assistance.* Inclusion and Diversity: Led by the Chairman’s Diver- sity Council and our Chief Diversity Officer, we are honored to be number 3 on DiversityInc’s Top 50 and are committed to continuing and growing our leader- ship. Relevant stats: Retention rates for women and people of color are 90% and 92%, respectively; More than 136,000 total memberships in our 12 Employee Resource Groups; our diversity supplier spend reached $14.2B. More at att.com/diversity. Contributions : More than 5.4 million hours of time and talent donated by employees and retirees, and more than $139 million in community support via social innovation, employee and company donations.* CSR progress validated through listings on Dow Jones Sustainability North America Index, Bloomberg Gender Equality Index, FTSE4Good Index, Euronext Vigeo Eiris World 120 and US 50 Indices, and Climate Change Leadership Tier of the Carbon Disclosure Project. Our sustainability report at about.att.com/csr/reporting contains comprehensive goals, met- rics and issue briefs which align to Global Reporting Initiative guidelines. More information at about.att.com/csr. * 2016 actuals, but largely representative of annual impact. AT&T 2018 Proxy Statement | 39 |