management and Board level to proactively realize opportunities and manage risks. Our Audit and Finance Committee assists the Board in fulfilling its risk oversight responsibilities by
periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls, our compliance with legal and regulatory requirements and our
enterprise risk management program.
Through its regular meetings with management, including the finance, legal, internal audit, tax, compliance, and information
technology functions, the Audit and Finance Committee reviews and discusses significant areas of our business and summarizes for the Board areas of risk and the appropriate mitigating factors. The Audit and Finance Committee assists the Board in
monitoring cybersecurity risk by receiving reports from our information technology team that cover, among other things, our information security framework, threat assessment, response readiness, and training efforts. The Compensation and Human
Resources Committee assists the Board by overseeing and evaluating risks related to the Companys talent, culture, compensation structure and compensation programs, including the formulation, administration and regulatory compliance with
respect to compensation matters. The Nominating and Governance Committee assists the Board by overseeing and evaluating programs and risks associated with Board organization, membership and structure, and corporate governance, and coordinating,
along with the Boards Chair, succession planning discussions. In addition, our Board receives periodic detailed operating performance reviews from management. Our Corporate Controller and General Counsel updates the Audit and Finance Committee
on a quarterly basis and the full Board on an annual basis and as needed.
Executive Sessions
To ensure free and open discussion and communication among the non-management directors of the Board, the non-management directors meet in executive session at most Board meetings with no members of management present, and the independent directors separately meet in a private session at least once a year that excludes
management and directors who have not been determined to be independent. The lead independent director, if any, or a director designated by the non-management or independent directors, as applicable, will
preside at the executive sessions.
Board Meetings and Attendance
Under Avantors Corporate Governance Guidelines, all directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of
which they are members and any meeting of stockholders. Directors are encouraged to attend Board meetings and meetings of committees of which they are members in person but may also attend such meetings by telephone or video conference. The Board
met 4 times in 2020, including regularly scheduled and special meetings. Each director attended 75% or more of the aggregate of all meetings of the Board and the committees on which he or she served during 2020.
Board and Committee Evaluations
The Board of Directors
annually assesses the effectiveness of the full Board, the operations of its committees and the contributions of director nominees. The Nominating and Governance Committee oversees the evaluation of the Board as a whole and its committees, as well
as individual evaluations of those directors who are being considered for possible re-nomination to the Board.
Director Independence and Independence Determinations
Under our Corporate Governance Guidelines and NYSE rules, a director is not independent
unless the Board affirmatively determines that he or she does not have a material relationship with us or any of our subsidiaries (either directly or as a partner, stockholder or officer of an organization that has a relationship with us or any of
our subsidiaries).
Our Corporate Governance Guidelines define an independent director in accordance with Section 303A.02 of the NYSEs Listed
Company Manual. In addition, Audit and Finance and Compensation and Human Resources Committee members are subject to the further independence requirements under SEC rules and NYSE listing standards. Our Corporate Governance Guidelines require the
Board to review the independence of all directors at least annually.
In the event a director has a relationship with our company that is relevant to his or her
independence and is not addressed by the objective tests set forth in the NYSE independence definition including any relationship described under Certain Relationships and Related Person Transactions below, the Board will determine,
considering all relevant facts and circumstances, whether such relationship is material.
The Board has affirmatively determined that each of Juan Andres, Jonathan
Peacock, Rakesh Sachdev, Christi Shaw, Matthew Holt, Andre Moura, Michael Severino, and Gregory Summe is independent under the guidelines for director independence set forth in our Corporate Governance Guidelines and the applicable NYSE listing
standards, including with respect to committee memberships.
Committee Charters and Corporate Governance Guidelines
Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe the Boards views on a wide range of governance
topics. Our Corporate Governance Guidelines and committee charters are reviewed from time to time
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