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.

RISK MANAGEMENT

Each year, U. S. Steel conducts an Enterprise Risk Management (ERM) risk survey for managers to weigh in on the perceived impact, likelihood and velocity of key risks. Survey results form the basis for our annual risk prioritization. In 2023, 99 managers across the organization ranked critical risks. We are currently tracking 23 critical risks, divided into two tiers. Safety and environmental risks are always in the top tier, given their overriding significance to our business. Owners are assigned to all risks to ensure accountability, and they prepare action plans for all top-tier risks.

In 2021, we conducted two Task Force on Climate-related Financial Disclosures (TCFD) workshops to identify potential climate-related risks and opportunities. This process included identifying which physical and transition risks are most likely to impact our organization and whether the risk is likely to manifest over the short, medium or long term.

Building upon our initial climate risk assessment performed in 2021, we implemented a climate risk assessment refresh in 2023 to reassess our physical risks, transition risks and mitigation strategies. In 2023, we conducted a location-based quantitative impact assessment of facilities and critical suppliers. The impact to U. S. Steel facilities and critical suppliers in our value chain was evaluated using climate modeling tools to assess site-specific climate-related risks and financial exposure. These tools and the results of the assessment will support cross-functional teams with decision- making. The reassessment also included a detailed regulatory and market landscape assessment to qualitatively reassess previously identified transition risks and identify relevant additions.

More information can be found in our 2023 TCFD Report.

INFORMATION SECURITY RISK

U. S. Steel maintains robust processes for assessing, identifying and managing material risks from cybersecurity threats. Our cybersecurity program is based on the National Institute of Standards and Technology (NIST) Cybersecurity Framework, and the risk of cybersecurity threats is integrated into our Enterprise Risk Management (ERM) program. Each quarter, the cybersecurity threat risk action plan is reviewed to provide the status on specific risk mitigation actions and to identify new threats. U. S. Steel works closely with our internal and external auditors to assess, plan for, prevent and mitigate cybersecurity risks.

We maintain a Cybersecurity Incident Response Plan (CSIRP), which establishes an organizational framework and guidelines intended to facilitate an effective response and handling of cybersecurity incidents that could jeopardize the availability, integrity, or confidentiality of U. S. Steel’s assets. The CSIRP outlines roles and responsibilities, criteria for measuring the severity of a cybersecurity incident, and an escalation framework. Our information security team places a special emphasis on raising awareness of phishing attacks, running phishing exercises at least monthly, and tracking awareness of phishing-related incidents as a metric. Special training and education events take place throughout the year, including during Cybersecurity Awareness Month.

POLITICAL ADVOCACY

Our Political Contributions Policy mandates compliance with applicable campaign finance and lobbying laws and transparency regarding our political spending in the United States. This includes public disclosure of political contributions and certain other expenditures, which we have provided annually on our website since 2015.