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Board of Directors

The board of directors of Fiserv acts as a fiduciary for shareholders and oversees the management of the business. The mission of the board is to maximize long-term shareholder value, ensure Fiserv conducts its business in a highly ethical manner, and create an environment that respects and values all employees and promotes corporate responsibility.

In 2021, the board amended the nominating and corporate governance committee charter to formalize the committee’s oversight of ESG programs, policies, disclosures and reporting, and responsibility for identifying, evaluating and monitoring ESG-related trends, opportunities and risks that may materially affect us. The committee also undertook a review of the practices and procedures of the board to enhance its operating efficiency and strategic focus and updated the company’s governance documents to meet or exceed leading market practices. Additionally, the board expanded the scope of responsibilities of the talent and compensation committee to include human capital strategy, including with respect to diversity, equity and inclusion, talent engagement and culture.

The board expects that it will consist of individuals of diverse gender, sexual orientation, race, ethnicity, nationality, cultural background and age. Our governance guidelines specifically require that the initial list of candidates for any new independent director include qualified female and racially/ethnically diverse candidates. The board has nominated nine directors for election at our annual meeting in 2022, of which more than 50% are diverse in gender, race and/or ethnicity, including one-third who are female and one-third who are diverse in race and/or ethnicity.

Director Nominees

Gender Diversity
  • 6Male
  • 3Female
Racial/Ethnic Diversity
  • 6White
  • 1African American/Black
  • 1Hispanic/Latinx
  • 1North African/Middle Eastern

Board Structure and Oversight

Our board of directors has four standing committees, all comprised solely of independent directors: an audit committee; a nominating and corporate governance committee; a talent and compensation committee; and a technology risk committee. In 2021, we rotated our board committee memberships to best utilize the experience of our directors and to provide our committees with new perspectives.

Our board and its committees all play an active role in the oversight of business and ESG risk. Although management is responsible for managing risk, our board is responsible for overseeing management, and seeks to be informed about the risks facing the company so that it may evaluate actual and potential risks and understand how management is addressing such risks. To this end, the board, as a whole and at the committee level, regularly engages with management about risks faced by the company.

Board

  • Competition and other business risks
  • Financial performance and condition
  • Cybersecurity
  • Operational risks

Talent and Compensation

  • Compensation programs
  • Human capital
  • Succession planning
  • Diversity, equity and inclusion

Technology Risk

  • Technology
  • Cybersecurity
  • Information security

Audit

  • Disclosure controls and procedures
  • Enterprise risk management
  • Ethics and compliance
  • Financial risks
  • Regulatory

Nominating and Corporate Governance

  • ESG matters
  • Corporate governance
  • Director nominations
  • Political contributions
  • Lobbying

Board Committees

Audit

The Audit committee’s primary role is to provide independent review and oversight of our financial reporting processes and consolidated financial statements, system of internal controls, audit process and results of operations and financial condition. The Audit committee is directly and solely responsible for the appointment, compensation, retention, termination and oversight of our independent registered public accounting firm. And, establishing, and periodically reviewing and approving, procedures for the receipt, retention and treatment of complaints regarding accounting, internal control or auditing matters. The Audit committee provides open communication between the board, management, our corporate audit function and independent auditor.

Technology Risk

The Technology Risk committee is responsible for assisting the board of directors in its review of cybersecurity, information technology security, risk and other similar topics.

Talent and Compensation

The Talent and Compensation committee determines and implements compensation policies and programs designed to create long-term value for our shareholders, including reviewing and approving executive officer compensation, and overseeing our human capital management strategy, which includes diversity, equity and inclusion, talent engagement and culture.

Nominating and Corporate Governance

The Nominating and Corporate Governance committee is responsible for corporate governance matters and oversees our ESG programs and practices. It also assists the board of directors to identify, evaluate and recommend potential director nominees and annually reviews the size, structure, composition and functioning of the board, and its committees including committee rotation and leadership.