Stewards of Life Out Here: Governance

2021 Sustainability Report
Sep 22, 2022 11:10 AM ET
Article

Promoting sound governance is essential

Tractor Supply’s Board of Directors believes that strong corporate governance is essential to ensure that the company is managed for the long-term benefit of our stakeholders. To that end, we continually review our corporate governance policies and practices and compare them to the best practices of other publicly traded companies. We also comply with all applicable regulations of the U.S. Securities and Exchange Commission and the Listing Standards of Nasdaq. We also maintain the highest levels of ethical performance with an emphasis on our Code of Conduct, executive oversight and a dedicated ethics hotline.

Board of Directors

Our Board benefits from a mix of new directors who bring fresh perspectives and longer-serving directors who bring valuable experience, continuity and a deep understanding of the company. The director selection process is focused on finding the right balance of skills and experience to govern the company effectively.

Additional information about our Board of Directors and corporate governance practices can be found in our most recent proxy statement and on the Investor Relations – Corporate Governance section of our website and and in our Stewards of Life Out Here report.

  • 58 average age
  • 6.9 average tenure of independent directors
  • 90% independent
  • 33% ethnic minorities
  • 44% women

Board Oversight of Environmental, Social and Governance

The risks and opportunities for ESG are the responsibility of the full Board and led by the Corporate Governance and Nominating Committee. In addition, the Compensation and Human Capital Committee has responsibility for talent recruitment, retention, engagement, succession and diversity, equity and inclusion.

Our Senior Vice President, General Counsel and Corporate Secretary has day-to day responsibility for our environmental sustainability initiatives and goals, and provides quarterly updates to the Board and Corporate Governance and Nominating Committee.

The chart included identifies the balance of skills and qualifications each director nominee brings to the Board we believe the combination of the skills and qualifications shown demonstrates how our Board is well positioned to provide effective oversight and strategic advice to our management.

Our Executive Vice President, Chief Human Resources Officer, has day-to-day responsibility for human capital management and diversity, equity and inclusion initiatives and goals, and provides updates to the Board and Compensation Committee.

The Audit Committee has oversight of enterprise risk management, including climate-related issues. Our Senior Vice President, General Counsel and Corporate Secretary has overall responsibility for our enterprise risk management program and provides updates to the Board and Audit Committee. The Corporate Governance and Nominating Committee has oversight of our ethics program and receives reported ethics violations.

We provide a more detailed discussion of board oversight of climate-related risks in our 2020 TCFD Report.

Our Approach

Ethics

As a company focused on living out our Mission and Values, Tractor Supply is committed to maintaining the trust we have established with our Team Members, customers, communities, vendors and all other stakeholders. Our Culture is anchored by 10 Values, the first of which is “ethics.” Our Values are the core of who we are and the foundation of every decision we make. We are all expected to deal honestly, fairly and respectfully with each other and those with whom we do business. As stated in our Values: Do the “right thing” and always encourage others to do the right, honest and ethical thing.

Our Code of Ethics defines the basic principles and practices to which we are committed in all of our business relationships with our customers, vendors, fellow Team Members and with the communities in which we operate our businesses. It provides guidance on topics including management and Team Member responsibilities, business ethics and fair dealing, conflicts of interest, compliance, conduct, safety and more.

The core values to which Tractor Supply aspires—and upon which our principles and practices are based—remain constant. Any violation of the Code by a Team Member will result in disciplinary action, including, but not limited to suspension without pay and/or termination.

Ethics and Compliance Training

Tractor Supply provides Team Members with guidance on ethics and the compliance responsibilities relevant to their roles. All Team Members must read and acknowledge the Code of Ethics during new hire onboarding and each year thereafter.

All Team Members must also participate in Productive Work Environment training annually. This training is designed to support our Mission and Values and reviews key elements of the Productive Work Environment policy, why it’s important and the Team Member’s role in ensuring compliance. This policy covers harassment, discrimination and disruption, as well as other interferences in the workplace.

Whistleblower Program

We encourage Team Members to speak up to report any violations of the Code of Ethics. There are several ways to report a concern:

  • Speaking with one’s supervisor or another supervisor
  • Speaking to Human Resources
  • Emailing the ‘We Are Listening’ team
  • Reporting confidentially via our OUT HERE HOTLINE

The anonymous OUT HERE HOTLINE is operated by an independent third-party service who listens to Team Member concerns and reports them to company management for investigation. The Hotline is available 24 hours a day, seven days a week.

The Productive Work Environment Policy includes a No Retaliation Policy. We respect the confidentiality of Team Members who report business conduct violations and will maintain confidentiality to the extent possible to ensure an adequate investigation and appropriate corrective action, if needed. No retaliation means that if a Team Member reports a concern in good faith, they cannot be subject to any adverse employment action, including separation, demotion, suspension or loss of benefits because of the report.

Political Contributions

The Company may make corporate political contributions to state or local candidates, party committees, and political organizations from time to time where permissible by law. The contributions are approved and administered by the Vice President for Government Relations and either the CEO, CFO or General Counsel. Contributions over $25,000 must receive approval from the Corporate Governance and Nominating Committee of the Board of Directors. All contributions are subject to review by the Board of Directors. Corporate contributions to federal Super PACs, made from Company funds, are prohibited. Additionally, the Company does not make independent political expenditures to directly support or oppose any candidate.

View the full 2021 Sustainability Report here.