RESPONSIBLE STEWARDSHIP GOVERNANCE Our commitments to protect the environment, nurture our employees, and support our communities have always been deeply embedded in our business and governance structure. Our Board of Directors allocates specific focus on ESG matters to the Nominating and Corporate Governance Committee, who then refer relevant issues to the full Board as appropriate. ENVIRONMENTAL SOCIAL GOVERNANCE GOVERNANCE BOARD OF DIRECTORS Rayonier’s Board of Directors oversees the company on behalf of shareholders and stakeholders. The board operates within the framework of our published Corporate Governance Principles and committee charters. We believe these documents reflect practical application of good governance. Rayonier is guided by what our board believes are the best practices for the company given its particular circumstances and challenges. To ensure diversity, breadth of experience, and expertise among our Board of Directors, the Nominating and Corporate Governance Committee utilizes a skills-matrix to evaluate attributes of each Board nominee compared to those of the existing Board members. We believe the members of our Board of Directors have the proper mix of relevant experience and expertise given Rayonier’s businesses and REIT structure, together with a level of demonstrated integrity, judgment, leadership, and collegiality to effectively advise and oversee management in executing the company’s strategy. GOVERNANCE OVERSIGHT Board Oversight Our Board of Directors is ultimately responsible for our business strategy and decision, with management having day-to-day responsibility for the operations of the company. The Board fulfills its oversight function both directly and indirectly through the delegation of its standing committees—Audit Committee, Compensation and Management Development Committee, and Nominating and Corporate Governance Committee. In addition, we maintain an Enterprise Risk Management (ERM) program, led by senior executives and overseen by our Audit Committee, through which we continually identify, evaluate, and consider risks and corresponding mitigation strategies, including ESG risks. Through this program, we work to minimize our exposure to potential risks and help ensure the sustained success of our company. ESG Oversight Our Nominating and Corporate Governance Committee, through Board of Director delegation, has oversight responsibility for the company’s policies, programs, and strategies related to ESG matters. We also have an internal ESG Working Group comprised of subject matter experts. Our subject matter experts are responsible for developing and executing the ESG-related strategic plan and generating metrics based on their deep understanding of the specific subjects and the company. ESG Oversight Structure GOVERNANCE ETHICS AND COMPLIANCE TRAINING All Rayonier employees and Board members are trained on our ethics program when they join the company, receive regular training on our Code of Conduct periodically thereafter, and must certify annual compliance with our Code of Conduct. All employees must complete an annual Conflict of Interest Disclosure. Our sales agents must also certify annually that they have reviewed the Code of Conduct, as well as complete a Conflict of Interest Disclosure. Our Foreign Corrupt Practices Act (FCPA) policy sets forth our policies and procedures for compliance with anti-corruption laws. We maintain clear operating guidelines to ensure proper record keeping and compliance, including maintaining a list of state-owned enterprises (SOEs), as well as documenting customer due diligence, contract review, and approval procedures. All employees receive training on anti-bribery and corruption at least every three years, with risk-exposed employees, such as those in sales, finance, and other customer-facing roles, receiving training annually. All employees and sales agents must certify annually that they comply with our FCPA policy. Company funds may not be used for political contributions without the approval of the company’s VP of Public Affairs. Furthermore, these contributions are reviewed by a third-party organization to ensure compliance. GOVERNANCE CORPORATE CODE OF CONDUCT Rayonier is committed to conducting operations with the highest ethical standards and complying fully and in good faith with the laws, regulations, and policies of the countries in which we do business. Our Standard of Ethics and Code of Corporate Conduct (Code of Conduct), along with our internal business practice policies, support our values and provide guidance for making ethical business decisions. Our Code of Conduct applies to all directors, officers, employees, and sales agents. This code provides specific guidance and outlines how we can and must uphold the highest ethical standards and comply fully with the laws in the countries in which we do business. We strive to establish relationships with suppliers who also maintain a commitment to high ethical standards, and we have developed a Supplier Code of Conduct (Supplier Code) that guides these relationships. We expect all of our suppliers, and all of their employees, agents, and subcontractors, to follow the standards set forth in this Supplier Code while conducting business with Rayonier or on Rayonier’s behalf. Among other things, we expect our suppliers to comply with the laws of the countries in which it and its affiliates conduct business, comply with applicable health and safety regulations, and comply with all relevant labor laws. Rayonier also expects its suppliers to prohibit all types of bribery, corruption, and improper payments. Suppliers are directed to comply with the Foreign Corrupt Practices Act (FCPA) and other anti-bribery laws in the jurisdictions in which they operate. Our compliance program encourages and facilitates the reporting of ethical concerns or potential violations of the law or of Rayonier’s policies. To help ensure compliance, we maintain a whistleblower program. Rayonier provides many channels for employee reporting and communication, including through supervisors, Human Resources, the Law Department, Internal Audit, or to the Ombudsman through an independent external reporting hotline, which offers anonymous 24/7 reporting of information regarding any ethical concerns. Any complaint submitted through the external reporting hotline involving a Rayonier Senior Leadership Team member is routed directly to our Vice President, Human Resources and Information Technology and Audit Committee Chair. If the Vice President, Human Resources and Information Technology is reported on, then the complaint is routed directly to the Audit Committee Chair. Rayonier also has a policy against retaliation for anyone reporting a concern. All reported incidents are logged and tracked via a web-based system, as well as reported to our Board, and investigated until resolved. Unless otherwise indicated, the data presented is unaudited and should not be relied upon when making investment decisions. Discover the acres of opportunity. Contact us today. GET IN TOUCH RAYONIER HUNTING | RAYONIER NEW ZEALAND | MEDIA | CONTACT US OUR STORIES NEWSLETTER Sign up to receive new stories and other Rayonier news. First name Last name Email* * By subscribing, you agree to receive emails from Rayonier and accept our Privacy Policy. You can unsubscribe at any time. Raydient Places + Properties Rethink:Rural Wildlight Rayonier Seedlings Timber Sales © Copyright 2021, Rayonier Inc. Privacy Policy Terms of Use Sitemap Insurance Suppliers