U. S. STEEL'S BOARD COMMITTEES

The Board monitors and guides the company’s ESG practices, reporting metrics and performance; retains overall oversight of sustainability, risk and strategic direction; and has delegated specific oversight responsibilities to each of the three standing committees.

1. Corporate Governance and Sustainability Committee

  • Retains oversight of the sustainability program generally and the risks associated with achieving certain sustainability-related measures, including GHG emissions and other climate-related matters, and sustainable use and management of natural resources (such as air, water, land and minerals);
  • Considers risks associated with legislative, regulatory and public policy issues affecting the Company’s operations;
  • Maintains corporate governance guidelines and procedures designed to ensure compliance with all applicable legal and regulatory requirements, governance standards and the S.T.E.E.L. Principles;
  • Reviews sustainability as a standing quarterly agenda item, including reports and discussions on sustainability strategic priorities, implementation of the GHG emissions intensity reduction target and the use of reporting and disclosure frameworks, and community engagement activities; and
  • Makes recommendations to the Board and monitors compliance with the Company’s programs and practices regarding government relations, political contributions and corporate philanthropy.

2. Compensation and Organization Committee

  • Oversees executive compensation and performance-based components; and
  • Reviews and discusses with management the Company’s human capital management strategies, including in the areas of diversity, equity and inclusion, culture and employee engagement and pay equity.

3. Audit Committee

  • Assists the Board in overseeing the operational activities of the Company and identifying and reviewing risks that could have a material impact on the company, including risks related to climate change;
  • Oversees U. S. Steel’s enterprise risk management program;
  • Oversees the Company’s ethics and compliance program to ensure a strong governance culture;
  • Receives reports from the Company’s Chief Risk Officer on how enterprise risk is being addressed, mitigated and managed across the Company, including sustainability considerations that influence market, operational, reputational and political risks within the Enterprise Risk Management (ERM) program; and
  • Ensures that our risk management processes are functioning properly and effectively.