TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES 29 Task Force on Climate- The Corporate Governance Committee advises the Board Company’s risk governance framework and risk appetite, related Financial Disclosure of Directors on corporate governance matters generally with the support of its management level portfolio and is specifically tasked with overseeing the Company’s risk committees and the Sustainability Committee. strategy and initiatives regarding ESG matters. The The Company has three portfolio committees: Credit The Financial Stability Board’s Task Force on Climate- Corporate Governance Committee receives reports from Committee, Asset/Liability Committee and Operations related Financial Disclosure (TCFD) provides a voluntary the Company’s Sustainability Committee (discussed Committee, which are responsible for credit risk, climate-related financial risk disclosure framework that further below) at least annually, and ESG matters are liquidity and market risk, and operational and legal risk, companies may use to provide consistent information regularly included on the committee’s agenda. respectively. to investors, lenders, insurers and other stakeholders. In this TCFD Appendix, we have aligned our reporting The Board Risk Committee ensures that a To provide support to CAPCO with respect to the around the TCFD framework’s four pillars: Governance, comprehensive Enterprise Risk Management program Company’s ESG and sustainability efforts, the Company Strategy, Risk Management, and Metrics and Targets. As exists to assist senior management in operating the formed a management-level Sustainability Committee this is our first TCFD-aligned disclosure, our intention is to Company in a rapidly changing environment, and to in 2021 that is specifically focused on the sustainable provide investors and other interested stakeholders with assist the Board in fulfilling its responsibilities with respect growth of the Company. information regarding the current state of our climate- to oversight of the Company’s risk governance framework related efforts across the TCFD’s key recommendations. and risk appetite. The Board Risk Committee reviews The Sustainability Committee assists CAPCO in (a) We expect that our reporting across all four pillars will the Company’s processes for identifying, assessing, developing strategies relating to the environment, evolve as we further integrate climate considerations monitoring, and managing the Company’s primary risk social responsibility and sustainable growth generally across our business. exposures. As discussed under “Risk Management” (which we refer to collectively as “sustainability”), (b) below, climate-related matters have potential impacts developing, implementing, and monitoring sustainability across the spectrum of our primary risk exposures, initiatives and policies, (c) overseeing the Company’s Governance and we are in the process of integrating climate-related sustainability reports and disclosures, and (d) monitoring matters into our enterprise risk management framework. and assessing sustainability developments. Our Chief Risk Officer chairs the Sustainability Committee; other Our Board of Directors’ Role in Oversight of The Audit Committee assists the Board in fulfilling members include our Chief Legal Officer, Director of Climate-related Matters its responsibilities for oversight of the accounting and Diversity and Inclusion, Chief Financial Officer, Chief financial reporting processes and audits of the financial Operating Officer, Chief Credit Officer, Chief Human Our Board of Directors is responsible for overseeing statements, the system of internal control, and the Resources Officer, and Investor Relations Manager. Hancock Whitney’s business and affairs, including process for monitoring compliance with laws and The Committee meets at least semiannually or more risks associated with the potential impact of climate- regulations, including laws and regulations relating to frequently as the Committee deems appropriate, and related matters. The Board oversees the Company’s climate-related risks and disclosures. from time to time forms working groups composed of corporate risk governance processes primarily through its cross-departmental representatives to assist it in carrying committees, and oversight of climate matters is delegated Our Management’s Role in Assessing and out its responsibilities. The Sustainability Committee to our Corporate Governance and Nominating Committee Managing Climate-related Matters provides reporting to CAPCO as the Chair deems (the Corporate Governance Committee), Risk Committee, appropriate, and to the Corporate Governance Committee and Audit Committee. of the Board at least annually and at such other times as Our Capital Committee (CAPCO) is composed of the may be requested. most senior executives of the business and directly oversees strategic and reputational risk, as well as the
2022 Hancock Whitney ESG Report Page 28 Page 30