Our Board of Directors
EnerSys® has been a leader in manufacturing energy storage and energy systems for over 100 years. Our reputation for building reliable products and solutions is rooted in our strong corporate governance. We are committed to maintaining the trust of our stakeholders.
EnerSys has been a leader in manufacturing energy storage and energy systems for over 100 years. Our reputation for building reliable products and solutions is rooted in our strong corporate governance. We are committed to maintaining the trust of our stakeholders.
Our Board of Directors (Board) oversees EnerSys company performance at the highest level. The Board is comprised of nine directors, including one woman and one man of color. All directors except for our President and CEO are deemed independent, and a non-executive serves as the Chairman of the Board.
There are four committees on the EnerSys board – Audit, Compensation, Technology Advisory and Nominating & Corporate Governance (NCGC). The Board of Directors has determined that each committee member of the Audit, Compensation and NCGC is independent under the NYSE listing standards. The NCGC is responsible for identifying, reviewing the qualifications of, and recruiting qualified candidates for board membership, as well as reviewing the continuation of each director being considered for re-election.
Board members are selected based on their integrity and character, sound and independent judgment, breadth of experience, business acumen, leadership skills, scientific or technology expertise, familiarity with issues affecting global business in diverse industries and diversity of backgrounds and experience. Stockholders may recommend qualified persons for consideration by the NGCC.
For more detailed information about our board composition, committees, nomination, and compensation, please refer to our 2021 Proxy Report. For more information about our board qualifications, continuing education and evaluation, please refer to our Corporate Governance Guidelines.
“The reliability of our products and services depends on the reliability of the decisions we make every day. Advancing sustainability has the full commitment of the EnerSys Executive Leadership Team and Board of Directors. EnerSys understands that sound governance is at the core of responsible decision-making.”
Joseph G. Lewis
The Board of Directors, including our CEO, oversees the administration of our Sustainability Program and considers sustainability issues quarterly. The NCGC has specific responsibilities to assist the Board in fulfilling its oversight responsibilities relating to the Company’s policies and practices regarding sustainability matters that are significant to the Company.
Our other Board committees also have oversight responsibility for sustainability topics under their purview. The Senior Vice President, General Counsel and Chief Compliance Officer of the Company reports to the Audit Committee of the Board of Directors on legal, ethics and compliance matters, and environmental, health and safety matters at each Audit Committee meeting. The Compensation Committee and the NCGC have oversight of management succession, talent development and diversity and inclusion efforts. The Audit Committee and the entire Board are also directly engaged with Environmental, Social and Governance (ESG) risk areas through our comprehensive enterprise risk management program. The Board of Directors and our CEO administer our ESG Program by which EnerSys communicates and monitors our information regarding compliance with our various policies, including those for sustainability, conflict minerals, environmental responsibility and engagement, employee and supplier diversity, anti-slavery and human trafficking, battery recycling programs and environment and sustainability issues concerning the production and life cycle of our products. An ESG Steering Committee consisting of senior management and subject matter experts that meets quarterly. We also maintain a talented sustainability team, which leads our significant efforts concerning climate change management, product sustainability, operations, supply chain management, workforce health and safety, diversity, equity, inclusion, and community engagement.
The EnerSys Board oversees various risks potentially affecting EnerSys both directly and indirectly through its committees, primarily through the Audit Committee. Our risk management program is designed to identify risks across EnerSys. Each business unit and function has input into this process, and material risks are identified and prioritized by management. EnerSys also has an executive risk management committee comprised of senior managers across the organization – including the sustainability lead – that meets quarterly to identify significant risks, coordinate information sharing and coordinate mitigation efforts for all types of risks.
Material risks identified and prioritized by management and the risk committee are reported regularly to the Audit Committee. Each prioritized risk is referred to the appropriate committee of the Board or the full Board for oversight. Members of the Board regularly review information regarding our credit, liquidity, markets, legal, regulatory, sustainability, compliance and operations, including technology and cyber security risk, as well as the strategic and financial considerations associated with each.
For more information on our Risk Management and Risk Factors, please refer to our 2021 Proxy Report.
Code of Conduct & Ethics
Our Code of Business Conduct and Ethics sets forth the legal and ethical standards of conduct for all of our employees, Board members, suppliers, and business partners. Stakeholders may report violations of this Code on a confidential or anonymous basis by contacting the Business and Ethics Oversight Committee by fax, mail or e-mail, directly to an external and independent third-party administrator by web submission or by telephone to the Ethics and Compliance Hotline.
Supply Chain Management
As the world’s leader in manufacturing energy storage and energy systems, we work with a large number of suppliers to procure the necessary materials and services required to build our products. Our relationships with our suppliers are crucial to the long-term success of our organization. During the initial evaluation phase and on an ongoing basis, we consider suppliers’ sustainability records and goals when evaluating supplier relationships. Our suppliers must align with our Code of Ethics and our relevant Policies, which include commitments to our suppliers’ environmental stewardship, workplace labor rights and diversity.
Suppliers must allow EnerSys, or an accredited third party, to conduct audits, including but not limited to environmental compliance, health and safety, product safety, conflict minerals, workplace labor rights, and corporate social responsibility. These audits may be in the form of questionnaires, site evaluations, discussions or the use of third-party databases. Failure to comply may result in discontinuance of current and/or the prevention of future business relationships between EnerSys and the supplier and its affiliates. These audits will be conducted periodically or as deemed necessary to address either the risk profile or past performance of any particular supplier.
We value the rights, dignity and livelihoods of all people, and we expect our suppliers to do the same. Our Workforce Labor Rights Policy and Corporate Social Responsibility and Human Rights Policy outline our commitments to our suppliers upholding human rights preventing modern slavery and child labor and maintaining discrimination-free workplaces in line with global principles.
We screen new potential suppliers for these social criteria and periodically evaluate our current suppliers against policy. In addition, our employees, suppliers and other stakeholders have access to our confidential, 24/7 Ethics and Compliance Hotline to anonymously report if any violations or out-of-compliance activity are suspected.
We are committed to supporting diversity in our supply chain in line with our Diversity, Equity and Inclusion commitments within EnerSys. Our policy is to provide minority and women-owned business enterprises (MWBE) an equal opportunity to participate in all aspects of our supplier contractual opportunities. We also prioritize local suppliers wherever possible to help invest in our local economies, improve community relationships and ensure reliable supply.
We recognize that the goods and services required to manufacture our sustainable products have an impact on the environment. Our suppliers are required to operate in an environmentally responsible and efficient manner and strive to minimize adverse impacts to the environment. We screen new suppliers using environmental criteria, and our current suppliers are subject to audits periodically.
LABOR AND EMPLOYEE REPRESENTATION
At EnerSys, we work with suppliers that respect and value their employees and create a culture of open and direct communication. We respect the rights of all workers to form multi-stakeholder and other collaborative initiatives for the protection of their interests, as upheld in our Workforce Labor Rights Policy.
Our products, which support sustainability goals globally, require specific minerals and materials to produce. We recognize our responsibility at EnerSys to manage risks associated with the use of these critical minerals, including physical limits on availability and access, changes in price, regulatory, reputational, environmental and human rights risks. We report annually on our findings regarding Conflict Minerals, as required by Section 1502 of the Dodd-Frank act, in our Conflict Minerals Report. For our lithium-ion batteries, we also only source cobalt, the mining of which poses serious human rights and environmental concerns, from suppliers that are committed to adopting the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas.
Our strategy to reduce supply risks to our value chain from critical minerals, like cobalt, is to invest in recycling and the realization of a circular economy. Recycling lithium-ion batteries and the materials in them is a global challenge. EnerSys is committed to being part of the solution. Please see the Lithium-ion Batteries section of this report for more information about our partnerships and initiatives to improve lithium-ion battery recycling.