Ethics and compliance make up the foundation of our governance structure, which is intended to ensure that we do business and act with integrity toward our customers, suppliers, shareholders, communities, regulators and within our organization.
Our corporate governance and board composition
We believe that the effectiveness of our governance framework is largely a function of the highly qualified, experienced and diverse Board of Directors (Board) and leadership teams, which are focused on driving Avnet’s long-term success. Board directors have diverse characteristics, experiences, perspectives and skills, which help the Board create sustainable value for our shareholders and other stakeholders. At the end of FY24, we are proud to have had 10 highly qualified directors on our Board, collectively bringing a broad range of experience in areas such as CEO leadership, international operations, technology and electronic components industry, and legal and regulatory compliance.
Our Board composition reflects broad gender, race, ethnic, sexual orientation and geographic diversity. Avnet believes that valuing diverse backgrounds and perspectives both at the board level and throughout the organization makes our business more resilient. The Corporate Governance Council (CGC) considers diversity when filling Board vacancies and proposing director nominees for shareholder election.
FY24 BOARD OF DIRECTORS DEMOGRAPHICS
| DEMOGRAPHICS | # | PERCENTAGE |
|---|---|---|
| Men | 7 | 70% |
| Women | 3 | 30% |
| Non-ethnic | 5 | 50% |
| Ethnic | 5 | 50% |
| LGBTQ+ | 1 | 10% |
| Independent | 9 | 90% |
| Average Tenure | 6.5 years | - |
| Average Age | 65 | - |
All metrics align with Avnet’s Board of Directors composition at end of FY24. Data may not match with Proxy due to report timing differences.
Please review our 2024 Proxy for more information on our Board of Directors.
Governance model provides oversight and alignment for ESG program
Our governance structure supports the coordination of environmental and social efforts across all areas of our business to advance our long-term operational and financial success. The Board oversees and guides our ESG program and reviews the full program annually, at a minimum. The Board allocates oversight of certain ESG-related issues to appropriate committees, as outlined below:
BOARD OVERSIGHT
The Corporate Governance Committee (CGC) of the Board has primary oversight of corporate governance, including corporate social responsibility and ESG. It monitors the effectiveness of our ESG program and initiatives, offers advice and counsel to management, and makes recommendations to the Board. The Audit Committee oversees Avnet’s Ethics and Compliance Program, enterprise risk management, and cybersecurity. The Compensation and Leadership Development Committee oversees our corporate compensation structure, including risks related to our compensation structure, policies, and programs related to talent, leadership and culture, and DEI.
With oversight from the Board and the CGC, the Avnet Leadership Team (ALT) approves and provides the resources to execute our ESG strategies and objectives. The ALT established an ESG Governance Council composed of the chief financial officer (CFO), chief people officer (CPO), general counsel and regional business president, all of whom report directly to the chief executive officer (CEO). At least biannually, the ALT reports on the ESG program during board committee meetings. The ESG Governance Council assists the larger ALT in setting and implementing ESG- and sustainability-related strategies, monitoring sustainability topics, implementing sustainability policies, and reviewing and approving the corporate sustainability report and other disclosures.
The ESG Governance Council meets quarterly to oversee and support the ESG Working Team, a cross-functional group composed of global representatives from different levels of management that meets monthly to create and implement our ESG strategy and goals.
Our Ethics and Compliance Program
Avnet’s Ethics and Compliance (E&C) Program is designed to prevent, detect and respond to legal and compliance risk and misconduct, and we continually evaluate ways to refresh, refine and reinforce our approach. Among other things, the E&C Program includes the following core elements:
- Written standards of conduct, policies and procedures
- A compliance officer and compliance committee(s)
- Training and education
- Communication and awareness
- Internal monitoring and auditing
- Confidential reporting options for whistleblowers through the Ethics Alertline
- Prompt investigations and corrective action
During FY24, Avnet refreshed its Global Anti-corruption Policy and program, introduced a manager E&C toolkit and continued the Ethics-in-Action Award for its second year.
In addition, the strategic road map for our E&C program was updated in FY24 to extend thru FY25. It maintains our key focus areas and priorities of training, awareness and the Code of Conduct (CCA). Avnet’s Code of Conduct was updated in FY23 and published globally in 18 languages in FY24.
SCORECARD OF AVNET'S ETHICS AND COMPLIANCE GOALS
For more information on our Ethics and Compliance program and other resources including our Ethics Alertline, Code of Conduct and Policies, visit our Ethics and Compliance site.
