Governance


Responsible leadership for a sustainable and prosperous future

Our governance structure incorporates best-practice standards to align the company with stakeholder interests and create long-term value for Summit. Board governance provides oversight on our initiatives relating to social responsibility that include human capital, environmental policies, energy management, land use, climate change and sustainability.

Our Board of Directors

Summit’s board of directors is comprised of industry leaders and visionaries dedicated to our core principles and advancing sustainability initiatives.

Over 56% of our board of directors are female and over 60% of our executive officers are female, including our chief executive officer.

To ensure our board of directors provide sound judgment and effective oversight on management’s practices and help protect and create value for all our stakeholders, 8 of 9 of our directors are independent of the company, as defined by the New York Stock Exchange governance rules for listed companies and our Corporate Governance Guidelines.

When considering board and committee composition, the board may consider, among other things, diversity of background, relevant technical skills, age and career experience. Our current directors represent a strong and diverse mix of senior operational and financial executives with materials, technology, supply chain and investor expertise. See our Annual Report to learn more about our Board of Directors.

To ensure our board of directors provide sound judgment and effective oversight on management’s practices and help protect and create value for all our stakeholders, 8 of 9 of our directors are independent of the company, as defined by the New York Stock Exchange governance rules for listed companies and our Corporate Governance Guidelines.

Leadership that extends to the local level

Our senior leadership team is accountable for ensuring that Summit meets its ESG priorities. Strategy and progress toward our ESG goals are discussed regularly at management meetings and are key topics at strategic sessions.

Our regional presidents maintain site accountability for ESG-related activities. Furthermore, at each site there is a manager, coordinator or equivalent appointed to oversee sustainability, environmental management, health and safety, and human resources who reports directly to this site leader. These local leads are supported by coordinators, technicians, contractors and external consultants as needed.

Our ESG senior management team in 2021 was composed of:
  • > EVP, ESG & IR
  • > SVP, Risk Management
  • > Environmental, Social Governance Analyst.

Governance documents

The following documents provide additional information on Summit’s board governance and corporate governance:

Date
Title
Format
3/2/2022
Governance and Sustainability Committee Charter
3/2/2022
Human Capital and Compensation Committee Charter
2/14/2021
Code of Business and Ethics
11/10/2021
Audit Committee Charter
12/6/2018
Whistleblower Policy
1/5/2018
Corporate Governance Guidelines (Revised November, 2017)

Download Adobe Acrobat

With regards to reporting, Summit’s Audit Committee is responsible for oversight of our environmental, social and governance (ESG) reporting and disclosures (quantitative and qualitative) and related processes and controls, including conformity to Summit’s overall ESG strategy.

Oversight of climate change risks and mitigation strategies

We view sustainability as one of our core values and take seriously our responsibilities to the lands and communities in which we operate. Summit’s management is involved in overseeing and managing climate risks including, but not limited to, safety, sustainability, finance and internal audits, and legal matters. Furthermore, each of Summit’s operations has personnel responsible for maintaining compliance with environmental rules and regulations.

ESG oversight structure

Summit recognizes that environmental, social and governance (ESG) performance is essential to our long-term success and is of vital importance to stakeholders. As a result, we implemented this oversight structure to ensure that performance and risk management is monitored appropriately:

Summit has established a company-wide Environmental Management System (EMS), called eVue, to facilitate ongoing compliance with environmental rules and regulations.

The Chief Environmental Health, Safety and Governance Officer and Head of Investor Relations (EVP, ESG & IR) works with operational leaders to identify and develop mitigation strategies to address climate risks which include emissions reduction initiatives, environmental health and safety, sustainability and corporate social responsibility. The senior leadership team is also involved in oversight of land use and social impact.

Risk management

Summit has a dedicated Enterprise Risk Committee (ERC) that continually identifies and evaluates environmental and other risks, including our compliance with environmental rules and regulations. The ERC undertakes regular, systematized reviews of environmental risks and meets with key leaders in Summit’s operations to address such risks. Risk liaisons at the operating sites and Centers of Excellence, which address commercial practices, processes and capabilities, are also involved in identifying, reporting and mitigating potential risks to the ERC.

Business ethics and transparency

Summit’s Code of Business Conduct and Ethics applies to all of its officers, directors and employees and is posted here. The code of ethics addresses avoidance of conflicts of interest, protection of confidential information, compliance with applicable laws, rules and regulations, and adherence to good disclosure practices, among other items. The policy is a ‘‘code of ethics’’ as defined in Item 406(b) of Regulation S-K.

Our Governance and Sustainability Committee

We recognize that environmental, social and governance (ESG) performance is essential to Summit’s long-term success and is of vital importance to stakeholders. As such, we formed a Governance and Sustainability Committee to oversee all of our sustainability initiatives. Its charter includes:

1

Oversight of our approach to social responsibility to ensure it aligns with Summit’s overall business strategy

2

Oversight and periodic review of external developments which are likely to have significant influence on Summit’s ability to conduct its business in a socially responsible manner

3

Oversight of Summit’s policies and initiatives relating to the environment with respect to energy management, climate change and sustainability

4

Review of Summit’s policies related to political contributions and lobbying

5

Recommendations to the Board of Directors of a set of corporate governance principles to be included in the Corporate Governance Guidelines and tracking of developments regarding corporate governance

6

Reports to the Board of Directors on the foregoing matters at least annually

Although Summit Materials, Inc. (“Summit,” or “Company”) believes that the assumptions inherent in these forward-looking statements are reasonable, the reader should not place undue reliance on these statements. Forward looking information is prepared as of January 1, 2022. Please see our “Risk Factors” in Summit’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission and our subsequent filings.