Corporate Governance Priorities | ESG

The guiding principles of our workforce are set forth in the Company’s Principles of Ethical Business Conduct, informally called the PEBC.

RRD’s PEBC sets forth the policies upon which all of our conduct is based and expectations for all employees, vendors, suppliers, and directors and is available in all local languages on the Company’s intranet. Employees annually certify to their compliance against the PEBC and its associated policies.

Training and development

A critical component of our investment in our employees is the provision of virtual and self-directed learning and development. This training covers topics from sexual harassment prevention, ADA awareness, IT security, and a wide variety of anti-corruption/anti-bribery and compliance programs. In 2022, 99.9% of employees completed their required training.

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Board of Directors

The Board is guided not only by the PEBC but also by the charters of its committees including the Human Resources Committee and the Audit Committee.

As reflected in each of the charters, the Board and its committees have responsibility for a variety of important Company priorities including but not limited to environmental sustainability (Board), executive compensation (HR Committee), the Ethics and Compliance Program (Audit Committee), employee safety (Board), diversity and inclusion (HR Committee), Whistleblower matters (Audit Committee), and the Company’s Open Door process (Audit Committee).

Executive compensation

The Human Resources Committee (HRC) of the Board is responsible for setting the compensation of the President and CEO, and reviewing the compensation of other executive officers with the assistance of a compensation consultant engaged by the HR Committee.

Ethics and compliance program

The Company has a well-established Ethics and Compliance Program (the “Program”) which is led by the Chief Compliance Officer (CCO). Under the leadership of the CCO, the Program establishes an internal board, the goal of which is to oversee compliance across the organization, recommend policy updates/changes, and drive the compliance culture. The committee is composed of leaders across all areas of the organization.

Certain compliance owners report to the committee annually on compliance topics including but not limited to anti-bribery/anti-corruption, the Open Door process, data security, CMS compliance, Environmental, Health and Safety priorities, postal compliance, records retention, antitrust, and SEC reporting.

Anti-bribery and anti-corruption

As a global company, RRD recognizes the risk that operations outside of the U.S. may pose to its operations. In order to ensure compliance with the Foreign Corrupt Practices Act (FCPA) and other global anti-bribery/corruption laws rules and regulations, RRD has an Anti-Bribery and Anti-Corruption Policy (ABAC Policy). As reflected therein, the Company will not tolerate the provision of anything of value to government officials. Further, the ABAC Policy is bolstered by the Procedures for Engagement of Third Parties, which establishes a rigorous process for vetting third parties who may interface with the government.

The Company also regularly runs its list of clients against government provided lists of excluded parties to ensure that it does not conduct business with any prohibited entity. These procedures are captured in the Company’s Import and Export manuals — a copy of each manual can be made available upon request.

Governance | ESG