Leadership at all levels of our organization, including our board of directors, works to advance our vision and sustainability goals.

Board Committee Structure

As of September 2021, Covanta’s board of directors has four standing committees that operate under written charters approved by the full board: Audit, Compensation, Nominating and Governance, and Executive. In accordance with applicable SEC rules and regulations and New York Stock Exchange listing standards, all the directors who serve on the Audit, Compensation, and Nominating and Governance committees have been determined by the board, in its business judgment, to be independent from the company and its management. The charters of all the committees can be viewed on our website at www.covanta.com.

Oversight of sustainability, ethics, policy, compliance and cybersecurity risk

The Audit Committee and the Nominating and Governance Committee oversee ethics, policy and compliance, and cybersecurity risk. Board oversight for our sustainability efforts vests in the Nominating and Governance Committee. Covanta’s chief sustainability officer, who reports to the company’s chief legal counsel and chief operating officer, has overall responsibility for Covanta’s sustainability efforts. At a minimum, our chief sustainability officer reviews the company’s sustainability performance and strategy annually with the Nominating and Governance Committee. For a full description of how we integrate sustainability into our business strategy, please refer to our 2020 10-K and our 2021 Proxy Statement.

Board diversity

Our board of directors values diversity of experience, perspective, education, race, gender and national origin as part of its overall annual evaluation of director nominees for election or re-election. Currently, of our twelve directors, three are women and one is of a racially or ethnically diverse background.