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Governance

2022 Corporate Social Responsibility Report

Governance at Fulton Financial Corporation starts at the top, with our Board of Directors (Board). This includes Fulton’s Chairman, President and Chief Executive Officer (CEO). Fulton’s Board members are elected annually by shareholders at its shareholder meeting. Thirteen Board members in 2022 also serve on the board of Fulton Bank, along with two other outside directors.

Governance of ESG

The CSR Leadership Committee — consisting of senior leaders representing a diverse set of ESG perspectives across our organization — has responsibility for overall ESG strategy, reporting annually on our CSR progress and metrics, and providing direct oversight of our Climate Impact Working Group’s strategy and work.

This committee provides periodic updates to the Office of the CEO (OCEO), as well the Nominating and Corporate Governance (NCG) Committee of the Board and the full Board. The NCG Committee’s charter has direct oversight for Fulton’s CSR strategy and reporting. The CSR Leadership Committee also coordinates with the Disclosure Committee and our Chief Audit Executive as it relates to ESG metrics. The Audit Committee also receives periodic updates from the Chief Audit Executive regarding our disclosure of ESG metrics.

The CIWG also meets regularly throughout the year to further its strategic focus and build a more sustainable organization that addresses both climate-related risks and opportunities. This working group includes line-of-business leaders that have direct oversight of the areas highlighted in our climate impact strategy.

With the introduction of this second CSR Report, we have advanced our focus on reporting additional areas of interest from investors and other stakeholders, introducing selected SASB Standards for the first time, monitoring additional ESG metrics that further understanding of our performance, and connecting our impact to the UN SDGs.

This leadership focus and governance of CSR is ultimately about leveraging our purpose to change lives for the better and how we can create positive outcomes and impact for our stakeholders. This second report reflects this commitment to share these results and our ongoing efforts to do so.

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Board Independence & Diversity

In considering a director nominee, Fulton considers a variety of factors, namely: if the candidate is recommended by executive management; the individual’s professional and personal qualifications, including business experience, education and community and charitable activities; the individual’s familiarity with one or more of the communities in which Fulton is located or is seeking to locate; and the diversity the individual may provide to the Board and its committees. Fulton does not have a separate written policy regarding how diversity is to be considered in the director nominating process.

The Board determined that a structure that includes a Lead Director and a combined Chairman of the Board/CEO is appropriate for Fulton. The Board designates for a term of at least one year the independent, non-employee director who will lead the non-employee directors’ executive sessions and preside at all Board meetings at which the Chairman is not present.

The Lead Director will, as appropriate:

  • Serve as liaison between the Chairman and the independent directors
  • Approve information sent to the board
  • Approve meeting schedules to ensure that there is sufficient time for discussion of all agenda items
  • Have the authority to call meetings of the independent directors

Fulton’s board leadership structure combines the positions of Chairman and CEO. This structure permits the CEO to manage Fulton’s daily operations and provides a single voice for Fulton. Fulton believes that the separation of these roles is not necessary because the Lead Director acts to counterbalance the combined Chairman and CEO positions.

 

 

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NCG Committee of the Board

Fulton’s Governance Guidelines provide that Fulton’s Board should be sufficient in size to achieve diversity in business experience, community service and other qualifications among non-employee directors while still facilitating substantive discussions in which each director can participate meaningfully. The NCG Committee is responsible for the Governance Guidelines and for recommending director nominees to the Board. The NCG Committee also considers nominees for director that are recommended by various persons or entities, including, but not limited to, non-management directors, Fulton’s Chief Executive Officer, other senior officers and third parties.

 

The NCG Committee believes there is a balance between seasoned directors with knowledge of and insight into Fulton Financial and Fulton Bank, and new directors who contribute fresh ideas, perspectives and viewpoints to the Board’s deliberations. The NCG Committee members and the Board are focused on attracting and maintaining directors that provide increasing contributions to Fulton over time and have routinely considered candidates who first served on the board of directors of a Fulton subsidiary bank. The NCG Committee reviews the composition of the Board at least annually to ensure that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity.

 

 

 

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Board and Committee Evaluations

The Board and its committees, except the Executive Committee, conduct annual self-evaluations. The NCG Committee annually reports to the Board the results of these self-evaluations, and the Board and each committee discuss the respective self-evaluations.

 

In 2022, the NCG Committee engaged a third-party leadership advisory firm to provide a Board effectiveness review based on extensive interviews with each Board member and certain members of the OCEO and the Enterprise Leadership Team and the third-party’s experience in evaluating public company boards.

BOARD DIVERSITY, AGE, AND TENURE*:

13

Total Board Members

 

30.8%

Women

 

62.5

 

Average Director Age, in Years

4

Women

 

23.1%

Underrepresented Minorities

 

6.8

Average Director Tenure, in Years

3

Underrepresented Minorities

 

1

Diverse Chairperson

 

76.9%

Independent Board Members

 

*as of 2022 Proxy Statement

 

 

 

 

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Corporate Governance Guidelines

Fulton’s Corporate Governance Guidelines address, among other matters, the following: the size of the Board, director qualifications, a majority vote standard, service on other boards and director change in status, meeting attendance and review of meeting materials, director access to management and independent advisors, designation of a Lead Director, executive sessions, Chief Executive Officer evaluation and succession planning, Board and committee evaluations, stock ownership guidelines, communications by interested parties, Board and committee minutes, Code of Conduct and disclosure and update of the Governance Guidelines.

 

The current Governance Guidelines can be obtained, without cost, by writing to the Corporate Secretary at: Fulton Financial Corporation, Attention: Corporate Secretary, P.O. Box 4887, One Penn Square, Lancaster, Pennsylvania 17604. The Governance Guidelines are available on Fulton’s website at www.fultonbank.com.

 

 

 

 

 

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Code of Conduct

While some of the standards set forth in our Code of Conduct are required by law or are necessary to protect our interests, some simply represent doing what is right — one of our company’s core values. These standards are indicative of our uncompromising commitment to ethical conduct and integrity in our every endeavor, big or small. Our Code of Conduct is not intended to address every possible ethical issue that may arise in our daily business activities. Rather, it is a set of standards that guides us.

 

Every employee and every director of Fulton has the responsibility to promptly report actual or suspected Code violations. Fulton does not and will not tolerate retaliation against any employee or director or individual who in good faith reports actual or suspected unlawful or dishonest conduct.

 

 

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EthicsPoint

We have a 24/7 hotline reporting service, called EthicsPoint, that can be used to report incidents or complaints of questionable accounting or auditing matters or potential fraudulent financial reporting activities. It also may be used to report harassment, discrimination or Code of Conduct violations. 

 

 

 

Management of Legal & Regulatory Environment

Regulatory Compliance

Our regulators continuously examine Fulton’s compliance with banking regulations and other applicable laws and regulations. Our Corporate Compliance Learning Program is to establish the process for developing, executing and monitoring the compliance training plan. All employees are responsible for complying with the program.

Compliance Training 75,292 hours of compliance training completed by employees

 

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Audit Committee of the Board

 

The Audit Committee shares with the Risk Committee a general oversight role in Fulton’s risk management process in the context of the Audit Committee’s responsibility for financial reporting and its evaluation and assessment of the adequacy of Fulton’s internal control structure.

 

 

 

 

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HR Committee of the Board

 

Fulton’s HR Committee is responsible for establishing and overseeing our executive officers’ compensation program in alignment with Fulton’s compensation philosophy. Fulton believes that the compensation of the executive officers should reflect Fulton’s overall performance as well as the contributions of the executives to that performance. The HR Committee reviews and makes recommendations to the Board with respect to base salaries and other compensation paid to the CEO and other senior executive officers. The independent directors of the Board review and approve these compensation decisions after review and upon recommendation of the HR Committee. The HR Committee also administers Fulton’s equity and other compensation plans. The HR Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc. provides advice, information and objective opinions to the HR Committee with respect to Fulton’s executive compensation programs, policies and practices.

 

 

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Fair and Responsible Banking - Management Steering Committee

Fulton’s Fair and Responsible Banking - Management Steering Committee serves as the governing body with oversight and decision-making authority with respect to development and execution of fair and responsible banking strategic programs and initiatives designed to meet the needs of consumers, businesses and communities located within all markets of the Corporation’s service area. The Committee will provide oversight on such matters to Fulton and our subsidiaries.

 

An analysis of Community Reinvestment Act and Fair Lending performance for Fulton’s assessment areas will be provided by its Compliance Program and Fair and Responsible Banking Directors on a regular basis to the FRB Steering Committee and OCEO and Enterprise Leadership Team, and the Board of Directors or another designated Board Committee on a yearly basis.

 

 

Risk Management: A Comprehensive Approach

While each of Fulton’s committees is responsible for overseeing the management of certain risks that are relevant to their committee responsibilities outlined in their charters, Fulton’s Risk Committee is primarily responsible for overseeing the management of enterprise risk for Fulton, and the entire Board is regularly informed about such risks through committee reports and review of board committee meeting minutes. The Board and Risk Committee regularly review information regarding Fulton’s exposure to strategic risk, reputation risk, credit risk, market risk, liquidity risk, operational risk, legal risk and compliance and regulatory risk, as well as Fulton’s strategies to monitor, control and mitigate its exposure to these risks. The Risk Committee evaluates Fulton’s established risk appetite and considers emerging risk factors such as ESG in its regular oversight and monitoring of management’s risk reporting and analysis. Climate risk factors in the credit and operational risk domains are considered in the risk appetite and monitoring processes.

 

In addition, the HR Committee is responsible for overseeing the management of risks relating to all of Fulton’s compensation plans. The Audit Committee shares with the Risk Committee a general oversight role in Fulton’s risk management process in the context of the Audit Committee’s responsibility for financial reporting and its evaluation and assessment of the adequacy of Fulton’s internal control structure. The NCG Committee manages risks associated with the independence of the Board, potential conflicts of interest and governance matters.

 

The Board also relies upon Fulton’s Chief Risk Officer and other members of Fulton’s Enterprise Risk Management Committee, which is Fulton’s officer-level risk management committee, to oversee existing and emerging risks and serve as a primary review forum prior to escalation to the Risk Committee and the Board. This officer-level risk management committee provides management-level oversight for Fulton’s risk management and compliance programs. In addition, annually, Fulton’s Board adopts a formal Risk Appetite Statement that sets forth both the qualitative and quantitative parameters within which Fulton executes its business strategies, and outlines the general framework within which Fulton manages risk in the context of Fulton’s core values and its management philosophy, which seeks to balance the risk it assumes in serving its customers and communities with the return it earns for its shareholders.

                                                                                                  

icon of a secure web browserCyber Risk Management

Information technology personnel monitor and review reports and/or alerts produced by information security monitoring systems. In addition, managers perform regular reviews and risk assessments. Fulton has a rigorous third-party vendor risk management process for the purpose of identifying, measuring, monitoring and controlling risks associated with a service contract.

 

Vendors with access to NPPI (Non-Public Personal Information) are contractually obligated to have controls and monitoring procedures in place that limit employee access based on a business need. We also maintain a comprehensive formal cybersecurity incident response plan.

 

 

 

Enterprise Risk: Three Lines of Defense

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FIRST

Front-line units have primary responsibility for risk management and compliance, and they each drive process deployment, risk identification and management, policies and procedures, training and communication, and reporting. Front-line units encompass lines of business, bank operations, shared services operations, and certain corporate functions.

    

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SECOND

Independent risk management units have oversight responsibility and define governance requirements for risk management and compliance. These units educate, advise and monitor front-line unit risk and compliance activities in discrete areas.

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THIRD

Fulton’s internal audit function independently validates the effectiveness of internal controls and risk management activities within front-line and independent risk management units, and regularly reports its results to management and the Audit Committee.

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How Fulton Uses Data

Fulton regularly collects, processes, transmits and stores significant amounts of confidential information regarding its customers, employees and others, including NPPI. This information is necessary for the conduct of Fulton’s business activities. In addition to confidential information regarding its customers, employees and others, Fulton compiles, processes, transmits and stores proprietary, non-public information concerning its own business, operations, plans and strategies. In some cases, this confidential or proprietary information is collected, compiled, processed, transmitted or stored by third parties on behalf of Fulton.

 

 

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How Fulton Conducts Business

Fulton will conduct business only with individuals and entities that it reasonably believes to be of good reputation and, through proper and thorough due diligence, have determined do not present unacceptable money laundering and terrorist financing risk.

 

Download the 2022 CSR Report

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