Strong Governance

MAINTAINING BOARD OVERSIGHT OF SUSTAINABILITY 

Our sustainability strategy is set by our senior management team and supported by cross-functional staff and business leaders who identify opportunities, risks and external trends and provide recommendations to ensure optimal performance. Our board of directors — and specifically our Governance and Corporate Responsibility Committee — provides additional oversight and direction on our sustainability strategy, including matters relating to climate change, and annually reviews our performance and progress toward our many rigorous and measurable goals. The committee also provides oversight on environmental and safety matters, ethics and business conduct, political activities and human resources practices. Based on guidance from this committee, our senior management team is accountable for the implementation of our sustainability strategy. We also complete an annual sustainability significance assessment, performance review and trend analysis that are reviewed by our board of directors and senior management team.

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LEADING WITH GOOD CORPORATE GOVERNANCE 

Our corporate governance practices and policies promote the long-term interests of our shareholders, strengthen the accountability of our board of directors and management, and help build public trust in our company. Our governance framework is built on a foundation of written policies and guidelines, which we review and update continually to reflect best practices and feedback from our shareholders. Our corporate governance practices align with the governance principles set out in the corporate governance framework established by the Investor Stewardship Group for U.S.-listed companies.

Some highlights of our corporate governance practices:

• Nine of the 10 directors on our board are independent, all directors are elected annually, and the board chair and CEO roles are separate.
• We have a robust shareholder engagement process and a shareholder proxy access bylaw provision, and our shareholders have the right to call special meetings under specified circumstances.
• We have clear requirements on executive and director stock ownership, as well as a prohibition on hedging or pledging company stock.

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BEING ETHICAL & TRANSPARENT 

Since our company was founded in 1900, we have maintained a reputation for integrity. More than 120 years later, integrity remains one of our core values, and we view our reputation for doing business honestly as a competitive advantage.

Our robust compliance and ethics program ensures our employees understand and follow our Code of Ethics (updated in 2023), which describes our fundamental beliefs and expectations for ethical business conduct. Our employees also participate in regular compliance and ethics training, role-model and promote ethical behavior, and are instructed on how to communicate concerns of unethical behavior.

We have a strong Anti-Bribery Policy and require employees who work in international sales or interact with foreign government officials, senior management and their direct reports and third-party intermediaries to take anti-bribery training. Our contracts and purchasing policies require contractors, suppliers, service providers and other partners to comply with our anti-bribery policy, as well as all statutes and regulations regarding corruption and bribery.

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PARTICIPATING IN PUBLIC POLICY 

Our ethical and transparent involvement in public policy includes coalition and relationship building, advocacy, political contributions and grassroots activities. As active members of our communities, we participate in the political process to help shape policy and legislation affecting our company and industry, and we do so without regard to the private political preferences of executives. All political contributions are managed by our government affairs team under a general delegation of authority from our general counsel. Public policy and legislative priorities are reviewed regularly with senior business leaders and at least annually with our board of directors' Governance and Corporate Responsibility Committee.

Our political engagement is tied to our business strategies and is an important way to maintain our license to operate. Current issues of importance to us include:

• Taxation of timberlands in the United States
• Softwood lumber trade between the United States and Canada and trade policy in Asia
• Forest management policies, conservation benefits of forest management and the use of herbicides in silvicultural practices
• Energy policies, including the role of biomass in renewable energy policies
• Climate policies, including impacts on manufacturing costs and positive recognition of sequestered carbon in forests and forest products. If legislation is proposed to address climate change, we support federal action rather than state-specific solutions. We support climate policies that achieve the following:
  • Recognize managed, productive forests and wood products as part of the solution to climate change
  • Recognize carbon dioxide emissions from biomass as carbon neutral
  • Establish a robust market-based program that allows credit for the sequestration and storage of carbon through reforestation, afforestation, avoided deforestation, harvested wood products and forest management projects
  • Provide credit for early actions, such as those taken over the past decade, that reduce greenhouse gas emissions or increase sequestration of atmospheric carbon dioxide
  • Ensure energy-intensive manufacturers are not at a competitive disadvantage
• Clean air and water policies, including impacts on manufacturing processes and forest management activities
• Recognition for the sustainable attributes of wood and forest products, including mass timber construction
• Conservation of, and access to, the boreal forest and protection of caribou in Canada
• Recognition for all credible forest certification standards

We follow both the letter and the spirit of the laws governing lobbying. Our managers receive regular training on current laws and practices, and we work fairly and honestly with public officials at all levels. We are members of more than 100 local, regional, provincial and national associations.

Some states allow companies to contribute directly to campaigns for state and local offices and for ballot measures. We file these contributions as required at state and local levels. We also sponsor a U.S. Weyerhaeuser Political Action Committee, which solicits voluntary contributions from eligible shareholders, employees and our company board of directors. WPAC contribution reports are filed with the Federal Election Commission, and we provide a summary in our annual report of WPAC political donations.

In addition to providing employment and fostering economic activity in the communities in which we operate, we also support our local communities through a variety of U.S. federal, state and local tax payments, as well as federal and provincial tax payments in Canada. We develop tax-efficient solutions that support the company’s operational initiatives and goals and minimize our consolidated tax risks and liabilities. Our corporate tax policies and strategy are rooted in our company’s Code of Ethics.

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ENSURING DISCIPLINED RISK MANAGEMENT 

Making the right decisions for our business requires a strong understanding of risk. We use disciplined processes to manage our environmental, safety, social and public policy risks so our leaders and employees can make safe and informed decisions.

Annually, we carry out an enterprise-wide risk assessment to gather information from across the organization to ensure we understand where our greatest exposures reside and what is material to our company. The analysis is conducted under the guidance of our chief compliance officer, with assistance from other members of the management team, and reviewed by our board of directors.

We regularly conduct internal audits to ensure compliance with environmental, safety, financial, disclosure and other regulations; our own voluntary standards; and our company policies. When noncompliance issues are identified, we develop, implement and track implementation of corrective action plans to ensure timely resolution.

KPMG, LLP, our independent public accounting firm, audits our accounting processes, financial reporting and internal controls on an ongoing basis. We also receive limited assurance of our Scope 1 and Scope 2 greenhouse gas emissions from ERM CVS.

We also focus on managing cybersecurity risk through a program that includes regular information security training (at least annually), systems testing, testing and audit of our IT controls, and alignment of our program with the National Institute of Standards and Technology Cybersecurity Framework. Learn more about how we manage cybersecurity risk.

We maintain and regularly update company policies that guide our business, inform our employees and help manage our identified risks, including the following:

• Anti-Bribery Policy
• Anti-Discrimination, Anti-Harassment and Equal Employment Opportunity Policy
• Chemical Management Policy
• Environmental Policy
• Health and Safety Policy
• Human Rights Policy
• Product Stewardship Policy
• Supplier Code of Ethics
• Sustainable Forestry Policy
• Threatened and Endangered Species Policy
• Wood Procurement Policy

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DETERMINING WHAT IS SIGNIFICANT 

To identify key focus areas for our sustainability strategy and sustainability-related reporting, we first consider the relevance and significance of the topics to our company’s environmental, social and economic impact. For example, where we operate, what products we make and who we hire are topics relevant to our company, while how we practice sustainable forest management, attract investors and employees, and make and sell our products affect our environmental, social and economic impacts. Second, we assess the relative importance of these topics to our stakeholders, including shareholders, employees, customers and community members, by gathering feedback through a wide range of forums. Annually, we review our assessment and ensure the identified topics are relevant, significant and aligned with our companywide enterprise risk assessment.

We categorize the topics into three groups:

1. those that are of high importance to our stakeholders and could have a high environmental, social or economic impact,
2. those that are of high importance to our stakeholders or could have a high environmental, social or economic impact, and
3. those that have a low importance to our stakeholders and likely have a low environmental, social or economic impact.

We focus most of our effort and attention on topics in the first category, followed by those in the second category. Topics that fall into the third category are lower priority but remain important and are regularly assessed through our management systems and reporting.

The most significant factors from our sustainability materiality assessment include our sustainable forest management, our role in mitigating and adapting to climate change, and the sustainable supply of fiber into the value chain. We focus on sustainable forest management and climate change mitigation and adaptation because it’s the right thing to do for the health of the planet and society, and our long-term success depends on a healthy, sustainable supply of trees and functioning land. We also depend on strong relationships with our communities because their support and success allow us to continue operating, and perhaps most of all, we depend on a constant flow of diverse and talented people who are excited to join our team and build a rewarding career at our company.

We are an integrated forest products company, primarily selling to other companies, and we do not outsource the making of our products or the management of our forests. That means most of our topics are significant within the boundaries of our company. When we are reliant on entities that are within our value chain or could have an impact on other areas, we discuss our relationship with those entities in the relevant portions of this website's sustainability and business sections or other company disclosures, such as our Annual Report and 10-K.

We share our sustainability performance primarily online, along with a small selection of printable materials. The sustainability section of our website and related business and company pages are updated annually and serve as our companywide sustainability report. Numerous materials are also available on our printable resources page and the Investors section of our website.

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