Governance
& Integrity

Lincoln Electric’s governance, compliance and strategic direction is overseen by our Board of Directors, executive officers and select senior management.

Our Board is comprised of experienced directors who offer a broad range of experience and skills that include: risk management, financial expertise, experience dealing with large, complex multinational organizations, scientific and technical expertise, operations, have led as chief executive officers of publicly listed companies, and who are independent. Our Board provides the highest level of oversight of our organization through four independent committees:

• Audit
• Finance
• Compensation and Executive Compensation,
• Nominating and Corporate Governance

Committee composition and charters may be found online here.

Our Board of Directors is comprised of 11 directors, including our Chairman and Chief Executive Officer. The Board has 10 independent directors as defined by NASDAQ, including an independent Lead Director.

Board Diversity: While we do not have a formal policy regarding Board diversity, the Board recognizes the value of gender and ethnic diversity and is proud that 30% of our independent directors are diverse, including two women board members and one minority board member. When considering Director candidates, the Board additionally focuses on ensuring the appropriate combination of professional experience, skills, and perspectives that meet our current and expected future needs.

Our governance framework can be found in our Governance section online here as well as in our Proxy Statement (PDF). Key policies addressing these important governance-related topics are provided on this site:

• Code of Corporate Conduct and Ethics
• Human Rights Policy
• Anti-Corruption Policy
• Environmental Health & Safety Policy
• Supply Code of Conduct Policy
• Slavery & Human Trafficking Disclosure
• Conflict Minerals Policy

Summary of Our Board and Governance Practices:

Size of Board	11	Code of Ethics for Directors, Officers & employees	Yes
Number of Independent Directors	10	Number of fully independent Board committees	4
Average age of Directors	62	Director attendance at Board & committee meetings	>75%
Percent diverse (Independent Directors)	30%	Board meetings held in 2018	5
New Directors in the last 5 years	3	Independent Directors meet without management	Yes
Average tenure (years)	11.2	Stock ownership requirements for Directors	Yes
Mandatory retirement age (75)	Yes	Annual Board & committee self-assessments	Yes
Directors over boarded per ISS or GL	No	Succession planning & implementation process	Yes
Lead Independent Director	Yes	Director onboarding & continued education	Yes
Annual election of Directors	Yes	Material related party transaction with Directors	No
Majority voting policy for Directors	Yes	Board oversight of Company Culture	Yes
One share, one vote policy	Yes	Board review of environmental & risk management	Yes
Frequency of say-on-pay advisory vote Annual	Annual	Shareholder engagement	Yes

Compensation Practices:		Key Policies & Environmental Goals:
Pay for performance	Yes	Employee Code of Conduct	Yes
Compensation aligned with strategic goals and individual performance	Yes	Human Rights Policy	Yes
Excessive perks	No	No Harassment Policy	Yes
Robust stock ownership guidelines for named executive officers	Yes	Anti-Corruption Policy	Yes
Claw back pay policy	Yes	Supplier Code of Conduct	Yes
Double-trigger change-in-control provision	Yes	Environmental, Health & Safety Policy	Yes
Anti-hedging and Anti-pledging policy	Yes	Environmental and Safety goals	Yes