Responsible Governance
Governance Overview
Fulton Financial Corporation’s Board of Directors (“Board”) is composed of 11 directors including our Chairman and CEO, Curt Myers. The Board also includes an independent Lead Director. Information about our directors is available on our investor relations website and in our annual proxy statement (“Proxy”) filed with the U.S. Securities and Exchange Commission.
BOARD ASSESSMENT, REFRESHMENT AND SUCCESSION PLANNING
Fulton Financial Corporation’s Nominating and Corporate Governance (NCG) Committee believes there is a balance between seasoned directors with knowledge of Fulton Financial Corporation and new directors who contribute fresh ideas, perspectives and viewpoints to the Board’s deliberations. The average tenure of our directors as of December 31, 2024 is 7.5 years. Our director nomination process reflects our continued growth and our focus is on having a Board composed of directors who contribute to the evolving needs of Fulton Financial Corporation while maintaining the invaluable knowledge brought by more tenured directors.
SELECTING AND NOMINATING DIRECTOR CANDIDATES
Fulton Financial Corporation’s Corporate Governance Guidelines provide that the Board will be sufficient in size to represent a mix of business experience, community service and other qualifications. The NCG Committee is responsible for carrying out the Board’s commitment to maintaining a balanced composition of well-qualified directors. It identifies director nominee candidates and recommends their nominations to the Board based on his or her ability to complement the Board’s existing strengths. The committee also considers director nominees recommended by non-management directors, our CEO, other senior officers and third parties. For more information on the experience, qualifications and attributes of our director nominees, please see our Proxy on our investor relations site www.fultonbank.com.
GOVERNANCE BEST PRACTICES & EXPECTATIONS
We are committed to maintaining strong corporate governance practices. The Board regularly reviews our governance policies and procedures to ensure compliance with applicable laws, rules and regulations. We are also committed to operating with corporate social responsibility as a central tenet and continue to focus attention on environmental, social and governance (ESG) principles.
Fulton Bank Board of Directors
Upholding Integrity
Integrity is at the core of every action we take, guided by a Code of Conduct (“Code”) that outlines the ethical standards employees and directors must follow. This foundational framework for ensuring ethical behavior and compliance with laws and regulations fosters trust among customers, employees and stakeholders, and embodies our unwavering commitment to doing what is right, fostering a culture of honesty, accountability and fairness.
THE SCOPE AND PURPOSE OF OUR CODE OF CONDUCT
Our Code extends beyond compliance with legal requirements; it reflects our commitment to maintaining ethical standards in every interaction. It provides guidance on:
- ETHICAL DECISION-MAKING: Encouraging employees and directors to make choices that align with Fulton’s values.
- COMPLIANCE WITH LAWS AND REGULATIONS: Ensuring adherence to banking, employment and securities laws, among others.
- CUSTOMER TRUST: Protecting the confidentiality and integrity of customer information.
- FAIR DEALING: Promoting honesty in interactions with customers, vendors and competitors.
Employees and directors are required to read, understand and adhere to the Code, which is reinforced through periodic training.
REPORTING AND INVESTIGATING VIOLATIONS
To maintain a culture of transparency, we created multiple channels for reporting actual or suspected violations of the Code:
- ETHICSPOINT HOTLINE: A 24/7 anonymous and confidential service for reporting potential violations, including harassment, discrimination and financial misconduct.
- MANAGEMENT AND HR: Employees can report issues to their supervisors, managers, or the Human Resources or Legal Departments. Fulton strictly prohibits retaliation against individuals who report concerns in good faith. Any employee found retaliating against a whistleblower faces disciplinary action, including potential termination. Reports of violations are investigated promptly by the relevant departments, including Human Resources, Legal or Fraud Risk Management. Cooperation during investigations is mandatory and employees are expected to provide truthful and complete information.
REVIEWING AND CONTINUALLY IMPROVING THE CODE OF CONDUCT
Maintaining a culture of integrity requires ongoing effort. The Code is periodically reviewed and updated to address emerging risks and regulatory changes. The Chief Human Resources Officer regularly reports on the effectiveness of the Code, sharing insights and trends with the Board of Directors. This feedback loop enables us to continually refine its approach to ethics and compliance. By fostering a culture of integrity, accountability and respect, we ensure that our employees and directors uphold the highest standards of ethical behavior, building trust and confidence among customers and communities.
Risk Management
At Fulton Financial Corporation, managing risk is a cornerstone of our commitment to safeguarding the trust of our customers, employees and stakeholders. We employ a meticulous, multi-layered approach to risk management, addressing a broad spectrum of risks through policies, oversight committees and strategic planning.
The Board plays a pivotal role in risk management, supported by specialized committees overseeing specific risk areas.
Our Chief Risk Officer and Enterprise Risk Management Committee provides day-to-day oversight of existing and emerging risks. These leaders ensure alignment with our Risk Appetite Statement, which is reviewed and adopted annually by our Board. This statement outlines our qualitative and quantitative risk parameters, balancing customer service and community engagement with shareholders.
Our Internal Audit team plays a critical role in safeguarding our integrity and ensuring operational excellence. The team provides independent, risk-based and objective assurance, advice and insight to enhance the bank’s risk management, internal controls and governance processes.
We recognize that we could be faced with a range of challenges with the potential to disrupt operations and our ability to serve customers. Enabling our commitment to being there for our customers is a sound Business Continuity Management (BCM) program, which ensures our business units are prepared and respond efficiently to maintain operations during and following a disruptive event. The cornerstone of the BCM program is safeguarding the welfare of our employees and customers. For more information, please see our 2023 Corporate Social Responsibility report.
Fraud is a major issue that can cause serious financial losses for individuals, businesses and financial institutions.
It is a serious crime that can occur in many different forms, ranging from simple check fraud to complex schemes such as identity theft and money laundering. Our Fraud Risk Management (FRM) Department is charged with identifying and investigating suspicious activity in coordination with the BSA/AML Department (Bank Secrecy Act/Anti-Money Laundering Program). When fraud does occur, FRM works with affected individuals to address the fraud and attempt successful recovery.
At Fulton, safeguarding customer data is a cornerstone of our operations. With the rise of digital threats, we have developed a cybersecurity framework that prioritizes prevention, detection and response. Through a comprehensive information security program, proactive risk management and educational initiatives, our team works to ensure the privacy and confidentiality of customer information. Emphasizing the importance of this work, our appointed Chief Information Security Officer is accountable to the Risk Committee of the Board.
We employ a defense-in-depth strategy, integrating multiple layers of security to mitigate cybersecurity risks. Our Information Security Program is guided by industry best practices and recognized frameworks, including the National Institute of Standards and Technology Cybersecurity Framework 2.0 and the Financial Services Sector Cybersecurity Profile.
Key features of our program include layered security architecture, proactive threat intelligence and skilled cybersecurity professionals.
Our approach embraces a continuous improvement mindset, ensuring that our systems evolve alongside the rapidly changing threat landscape.
We are a community-focused, purpose-driven organization with a deep, long-standing commitment to promoting sound CSR practices. We recognize that good practices and effective oversight and management of such matters are essential in driving success for our shareholders, the communities in which we operate as well as other stakeholders, including customers, employees and third-party vendors.
The Board and committees provide oversight of CSR matters as we continue to make progress in further enhancing our CSR approach, including promoting the success and well-being of our employees. The Board designated the NCG Committee to be the Board-level committee responsible for oversight of our corporate social responsibility reporting. We have a cross-functional management-level Corporate Social Responsibility Leadership Committee to coordinate Fulton’s CSR strategy and program that provides updates to the NCG Committee and the Board.
