UPHOLDING GOVERNANCE

OVERVIEW

U. S. Steel is committed to maintaining the highest standards of corporate governance and ethical conduct, which we believe are essential for sustained success and long-term stockholder value. 

We have a long history of continued focus on corporate governance, embraced by our Board of Directors (Board), executive leadership and all employees. Transparency and sound corporate governance are essential to everything we do and have long been part of how we operate. Of note, U. S. Steel was the first company to hold an annual meeting of the stockholders and to publish an annual report.

We believe that a foundation of good corporate governance promotes the long-term interests of all our stakeholders: stockholders, customers, employees, suppliers and communities. It strengthens Board and management accountability and helps build public trust in the company. Our corporate governance program is described in detail in our 2024 Proxy Statement.

BOARD COMMITTEES

The U. S. Steel Board oversees ESG practices and strategic direction, delegating responsibilities to three committees. The Corporate Governance and Sustainability Committee focuses on sustainability and compliance. The Compensation and Organization Committee oversees executive compensation and human capital strategies. The Audit Committee manages risk, ethics, and compliance. 

READ MORE ABOUT U. S. STEEL's BOARD COMMITTEES

BOARD COMPOSITION AND DIVERSITY

The Board seeks candidates with experience and abilities relevant to serving as a Director of the Company and who will represent the best interests of stockholders, not those of any specific interest group or constituency. When making nomination recommendations to the Board, the Corporate Governance and Sustainability Committee evaluates the qualifications of each director candidate in accordance with the criteria described in the director qualification standards section of our Corporate Governance Principles. These criteria include a high level of integrity and sound business judgment, as well as diversity in experience and perspective. The Board values inclusion and diversity and emphasizes diversity in its Board recruiting efforts. As of June 1, 2023, 46% of our Directors self-identified as diverse in terms of gender or ethnicity.

In addition, we have an Executive Sustainability Committee, which is composed of C-Suite executives and other leaders and meets quarterly. The members oversee segments of our business relevant to ESG, including Sustainability, Strategy, Finance/ Risk, Environmental Affairs, Compliance/Legal, Procurement, Operations, Corporate Governance, Government Affairs, Human Resources, and Communications/Public Affairs. This committee is responsible for setting and communicating sustainability metrics, goals and performance, as well as coordinating internal and external sustainability-related communications such as this annual Sustainability Report, our TCFD Report and our Climate Strategy Report. Moreover, we have set up subject specific task forces that work on goal implementation and other sustainability initiatives.