Corporate Governance
and Ethics

Kimberly-Clark has four core values—authentic, accountable, innovative, and caring.

These values guide our everyday behaviors and are buttressed by a strong and long-standing governance structure, which comprises:

• A Board of Directors that is over 92 percent independent and includes independent board committees
• A clear reporting structure and lines of accountability
• A global Code of Conduct
• A comprehensive policy platform, including policies on human rights, labor, diversity and inclusion, and environmental issues
• Strong oversight and communications mechanisms, including oversight by the Kimberly-Clark Board of Directors on key environmental, social and governance issues

We provide greater detail on some of these in this report and on our corporate website, www.kimberly-clark.com. On this site, visit our pages on human rights, labor relations, and diversity and inclusion.

Our Board of Directors and its various committees provide oversight and guidance on all aspects of our businesses and our relationships with our stakeholders. Our annual proxy statement contains detailed information on our Board and committee structure, the independence of the members, and the responsibilities and meeting frequency of each committee. The Board has established and approved the framework for our fundamental and operating policies and procedures. Among those are our policies relating to citizenship, environmental stewardship, sustainability and corporate social responsibility. As part of their oversight role, the Board and its committees receive regular reports from management on these topics, the corporation’s goals and progress against these goals.

They also receive feedback from an independent sustainability advisory board that was established to ensure that outside perspectives on these topics were being solicited and evaluated. The Board also receives benchmarking reports on how the corporation’s programs compare with those of other companies and on developing best practices. Finally, each year the Board conducts an evaluation of itself, as does each of its committees, to assess whether it is meeting its oversight responsibilities; the Board then develops action plans for any opportunities identified.

Kimberly-Clark Corporation also has a robust compliance and ethics program. A key component of that program is our anti-corruption policies and procedures which are designed to ensure compliance with global anti-corruption standards, including the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act.

Key aspects of our anti-corruption program include:

• Prohibit both government and commercial bribery and corruption
• Prohibit "facilitating payments" even where permitted under local laws
• Global standard applied throughout our enterprise
• Regular training of employees on Code of Conduct, anti-corruption and related ethics topics
• Contracts with third-party agents contain anti-corruption / bribery covenants
• Multiple channels for seeking guidance or reporting potential violations of Code of Conduct, anti-corruption or other corporate policies. Reports may be made anonymously
• Strict anti-retaliation policy in support of anyone who reports a violation of Code of Conduct
• Experienced investigative team that investigates all reports of alleged fraud or other violations of Code of Conduct
• Experienced internal audit team that actively audits for and evaluates potential unreported fraud or other violations of Code of Conduct
• Annual survey of enterprise workforce to confirm understanding of Code of Conduct and that all potential violations have been timely and properly reported

We regularly assess the quality and effectiveness of our compliance and ethics program and continue to believe that our anti-corruption program is effective and that we are in compliance with applicable anti-corruption laws in all material respects.