2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 202 SUNCOKE ENERGY, INC. SUPERIOR ENERGY SERVICES, INC. TWITTER, INC. VERIZON COMMUNICATIONS INC. Communications with the Board Stockholders and other interested persons may communicate any concerns they may have regarding SunCoke Energy to the attention of the Board of Directors or to any specific member of the Boardof Directors, includingthe Chairman, by writingto the followingaddress: SunCokeEnergy, Inc. c/o Corporate Secretary 1011WarrenvilleRoad,Suite600 Lisle,Illinois60532 Communications directed to the independent directors as a group should be sent to the attention of the Chairman, c/o the Corporate Secretary, at the address indicated above. Anystockholderor other interested person who has a particular concern regarding accounting, internal accounting controls or other audit matters that he or she wishes to bring to the attention of the Audit Committee of the Board of Directors may communicate those concerns to the Audit Committee or its Chair, c/o the Corporate Secretary, usingthe address indicatedabove. GovernanceCommittee Processfor Director Nominations The Governance Committee evaluates potential director candidates and makes recommendations to the Board of Directors. Candidates may be identified by current directors, by a search firm or by stockholders. The Governance Committee may engage the services of a third-party consultant to assist inidentifyingandscreeningpotentialcandidates.TheGovernanceCommittee’sevaluationofacandidate generally includes inquiries as to the candidate’s reputation and background, examination of the candidate’s experience and skills in relation to the Board of Director’s requirements at the time, consideration of the candidate’s independence as measured by the Board of Director’s independence standards and any other considerations that the Governance Committee deems appropriate. Candidates should have a proven record of professional success and leadership and demonstrate the highest personalandprofessionalethics,integrityandvalues.Ethnicandgenderdiversityalsoareconsidered.At least annually, the Governance Committee reviews the criteria for the nomination of director candidates and approves changes to the criteria, as appropriate. Following its evaluation process, the Governance Committee recommends candidates to the full Board of Directors. The Board of Directors makes the final determination regarding a candidate based on its consideration of the Governance Committee’s recommendation. Candidates recommended by our stockholders will be evaluated on the same basis as candidatesrecommendedbycurrentdirectors,searchfirms,orthird-partyconsultants. Oversight of Management Succession The Company has adopted a management succession policy pursuant to which the Board of Directors regularly reviews the Company’s succession plan for the CEO and other senior executives. This process is designed to prepare the Company for both planned succession events, such as Mr. Henderson’s recent retirement as CEO in 2017, as well as unplanned succession events, such as those arising from unexpected illness or death or other sudden departure, to ensure the stability and accountability of the Company during periods of transition. The Company’s management succession policy reflects the thorough process utilized during the Company’s recent transition from Mr. Henderson to Mr. Rippey as CEO. The Board of Directors’ periodic review includes an evaluation of potential candidates for the CEO position and other senior executive positions, including an assessment of whether each candidate possesses the skills, experience, education, and other attributes that the Board of Directors believes to be required for such positions in light of the Company’s business, operations, strategy and culture. The Company’s management succession policy alsoprovidesprocess guidelinesinthe event of an emergency management successionevent. 17 CORPORATEGOVERNANCE communication. Our Board appreciates the time taken andresponsesprovidedbyourstockholdersandlooks forwardtocontinuingtheoutreachgoingforward. Role of our Boardin SuccessionPlanning Succession planning is a critical board function. Long- term succession planning involves assessing the Company’s business goals, determining the skills and experience necessary for future executives tohelpthe Company achieve those goals and an open dialogue between the Board and management to assess talent and prepare for transition. Reviewing the Company’s leadership development and “bench strength” is a key component of analyzing internal potential for future executives. To that end, our Board is engaged in succession planning and management development activities, seeking input from members of our Board and senior management regarding candidates for potential successors to the CEO and other senior executives. Director StockOwnership Guidelines Within three years of joining the Board, each non-management director is expected to own shares of our common stock equal in value to five times the annual retainer paid to him or her. All of our directors with at least three years of tenure on our Board exceed the required ownership level. See “Ownership of Securities — Management and Director Stock Ownership.” Communications with our Board Stockholders and other interested parties may communicate directly with one or more members of our Board, or the non-management directors as a group, by sending a letter by mail c/o Secretary, SuperiorEnergyServices,Inc.,1001LouisianaStreet, Suite 2900, Houston, Texas 77002. The Secretary will forward the communication directly to the appropriate directorordirectors. Compensation Committee Interlocks and Insider Participation During 2017, none of Messrs. Bouillion, Funk, McShane or Ralls (Chair), who comprised the CompensationCommittee,wereofficersoremployees of the Company or any of our subsidiaries or had any relationships requiring disclosure in this proxy statement under “Certain Transactions,” and none of our executive officers served as a member of the compensation committee of another entity or as a director of another entity whose executive officers servedonourBoardortheCompensationCommittee. No member of the Compensation Committee is a formerofficeroftheCompany. 15 Total of 02 pages in section BoardandCommittees | Riskoversight Whataboutdataprivacyandcybersecurityrisk? Boardandcommitteeoversight. Protectingtheprivacyofourcustomers’informationandthesecurityofoursystems andnetworkshaslongbeenandwillcontinuetobeapriorityatVerizon.TheBoardiscommittedtomaintainingstrong andmeaningfulprivacyandsecurityprotectionsforourcustomers’information.TheAuditCommitteehasprimary responsibilityforoverseeingVerizon’sriskmanagementprogramrelatingtoprivacyandnetworksecurityand monitorsVerizon’scomplianceintheareasofdataandprivacyprotection.Tothisend,theBoardandtheAudit Committeereceiveregularupdatesonbothprivacyandcybersecuritymatters. Dataprivacy. Verizonhastechnical,administrativeand physicalsafeguardsinplacetohelpprotectagainst unauthorizedaccessto,useordisclosureofcustomer informationanddatawecollectandstore.Verizonhas adedicated ChiefPrivacyOfficer whoseteamadvises thebusinessonprivacyrisksandassessesthe effectivenessofprivacycontrols. TheChiefPrivacy OfficerannuallybriefstheAuditCommitteeondata privacyrisksandmitigatingactions. Cybersecurity. Tomoreeffectivelyaddressthe cybersecuritythreatsposedtoday,Verizonhasa dedicated ChiefInformationSecurityOfficer whose teamisresponsibleforleadingenterprise-wide informationsecuritystrategy,policy,standards, architectureandprocesses.Verizon’scomprehensive informationsecurityprogramincludes,amongother aspects,vulnerabilitymanagement,antivirusand malwareprotection,fileintegritymonitoring,encryption andaccesscontrol. TheChiefInformationSecurity Officerleadsanannualreviewanddiscussionwiththefull BoarddedicatedtoVerizon’scyberrisksandthreatsand cyberprotectionsandprovidesupdatesthroughoutthe year,aswarranted. Managementsuccessionplanninganddevelopment Verizon’sBoardofDirectorsrecognizesthatoneofitsmostimportantdutiesistoensurecontinuityinourseniorleadership byoverseeingthedevelopmentofexecutivetalentandplanningfortheefficientsuccessionoftheCEO.OurBoardhas delegatedprimaryoversightresponsibilityforsuccessionplanningtotheHumanResourcesCommittee,whichoversees assignmentstokeyleadershippositions.TheHumanResourcesCommitteereportsonitsactivitiestothefullBoard,which addressessuccessionplanningduringexecutivesessionsthattypicallyoccurinconnectionwitheachregularlyscheduled meeting. ToensurethatthesuccessionplanningandmanagementdevelopmentprocesssupportsandenhancesVerizon’sstrategic objectives,theBoardandHumanResourcesCommitteeregularlyconsultwiththeCEOonVerizon’sorganizationalneeds andcompetitivechallenges,thepotentialofkeymanagers,andplansforfuturedevelopmentsandemergencysituations.As partofthisprocess,theBoardandtheHumanResourcesCommitteealsoroutinelyseekinputfromtheChiefAdministrative Officer,aswellasadviceonrelatedcompensationissuesfromtheHumanResourcesCommittee’sindependent compensationconsultant. OurBoardgenerallyconductsanin-depthreviewofseniorleaderdevelopmentandsuccessionplanningatleastoncea year.LedbytheCEOandtheChiefAdministrativeOfficer,thisreviewaddressesVerizon’smanagementdevelopment initiatives,assessesseniormanagementresources,andidentifiesindividualswhoshouldbeconsideredaspotentialfuture seniorexecutives. Ourgoalistodevelopwell-roundedandexperiencedseniorleaders.Highpotentialexecutivesarechallengedregularlywith additionalresponsibilities,newpositionsorpromotionstoexposethemtoourdiverseoperations.Theseindividualsare oftenpositionedtointeractmorefrequentlywiththeBoard,bothinfullBoardmeetingsandinlessformalsettingsandsmall groups,sotheDirectorscangettoknowandassessthem. Verizon 2018ProxyStatement | 19 BOARD OF DIRECTORS AND CORPORATE GOVERNANCE RiskManagement Whileourboardofdirectorsisultimatelyresponsibleforriskoversight,ourboardcommitteesassistourboardofdirectorsin fulfillingitsoversightresponsibilitiesincertainareasofrisk,assummarizedbelow.Inaddition,ourfullboardofdirectors reviewsstrategicandoperationalriskinthecontextofreportsfromthemanagementteam,receivesreportsonallsignificant committeeactivitiesateachregularmeeting,andevaluatestherisksinherentinsignificanttransactions. BOARD/COMMITTEE PRIMARYAREASOFRISKOVERSIGHT FullBoardofDirectors Strategic,financial,businessandoperational,legaland compliance,andreputationalrisksandexposuresassociated withourbusinessstrategy,cybersecurity,privacy,user safety,productinnovationandproductroadmap,policy matters,significantlitigationandregulatoryexposures, significanttransactionsandothercurrentmattersthatmay presentmaterialrisktoourfinancialperformance, operations,infrastructure,plans,prospectsorreputation, acquisitionsanddivestitures. AuditCommittee Risksandexposuresassociatedwithfinancialmatters, particularlyfinancialreporting,disclosurecontrolsand procedures,legalandregulatorycompliance,financialrisk exposures,cybersecurity,cyberrisk,liquidityrisk,tax, accounting,disclosure,internalcontroloverfinancial reporting,investmentguidelinesandcreditmatters,our programsandpoliciesrelatingtolegalcomplianceand strategy,andouroperationalinfrastructure,particularly reliability,businesscontinuityandcapacity. Discussionswithmanagementandtheindependentauditor, guidelinesandpolicieswithrespecttoriskassessmentand riskmanagement. ReceivesregularreportsfromourChiefInformationSecurity Officeronkeycybersecurity,cyberrisksandrelatedissues, includingsecureprocessing,storage,andtransmissionof personalandconfidentialinformation,suchasthepersonally identifiableinformationofourusers. CompensationCommittee Risksandexposuresassociatedwithleadershipassessment, executivecompensationprogramsandarrangements, includingoverallincentiveandequityplans. NominatingandCorporateGovernanceCommittee Risksandexposuresassociatedwithboardorganization, membershipandstructure,successionplanning,corporate governanceandoverallboardeffectiveness. Management Succession Planning Ourboardofdirectorsbelievesthatthedirectorsandthe ChiefExecutiveOfficer,shouldcollaborateonsuccession planningandthattheentireboardshouldbeinvolvedinthe criticalaspectsofthesuccessionplanningprocess,including establishingselectioncriteriathatreflectourbusiness strategies,identifyingandevaluatingpotentialinternal candidates,reviewingthecompany’sleadershippipelineand talentstrategies,andmakingmanagementsuccession decisions.Managementsuccessionisdiscussedbythe directorsinboardofdirectorsmeetingsandinexecutive sessionsoftheboardofdirectors. TWITTER,INC./2018ProxyStatement 27 Total of 02 pages in section