on the one hand, each director or nominee, any member of his or her immediate family, and his or her affiliates, and on the other hand, Ashland and its subsidiaries and affiliates. As provided
for in the Standards, the purpose of the review was to determine whether any such relationships or transactions were inconsistent with a determination that the director or nominee is independent.
As a result of the review, Ashlands Board affirmatively determined that Messrs. Cummins, Dempsey, Joseph, Peribere, Sandler,
Dr. Teal, Dr. Ihlenfeld, and Ms. Main are each independent of Ashland and its affiliates. Mr. Novo, Ashlands Chief Executive Officer, is the only director determined not to be independent of Ashland. In addition, the Board
has affirmatively determined that all members of the Audit Committee, Compensation Committee and G&N Committee are independent under SEC rules and the listing standards of the NYSE.
In the normal course of business, Ashland had transactions with other corporations where certain Ashland directors serve as executive
officers. None of the transactions were material in amount as to Ashland and none were reportable under federal securities laws. Ashlands Board has concluded that the following relationship between Ashland and the director-affiliated entity is
not material pursuant to the Standards, and the G&N Committee has determined that the transaction is not a Related Person Transaction, as defined in the Related Person Transaction Policy:
Before joining Zoetis in June 2021, Wetteny Joseph, a director nominee of Ashland, was Senior Vice President and Chief Financial Officer
of Catalent Inc. (Catalent). During fiscal 2021, Catalent paid Ashland approximately $1,084,749 for certain products and/or services.
There are no material proceedings to which any director, director nominee or executive officer of Ashland is a party adverse to Ashland or
any of its subsidiaries or has a material interest adverse to Ashland or any of its subsidiaries.
There are no family relationships
between any director of Ashland, executive officer of Ashland or person nominated or chosen to become a director or executive officer of Ashland.
Related Person Transaction Policy
Federal securities laws require Ashland to describe any transaction since the beginning
of the last fiscal year, or any currently proposed transaction, in which (i) Ashland was or is to be a participant, (ii) the amount involved exceeds $120,000 and (iii) in which any related person had or will have a direct or indirect
material interest. Related persons are directors and executive officers, nominees for director and any immediate family members of directors, executive officers or nominees for director. There have been no transactions since October 1, 2020,
nor is there any currently proposed transaction, in which (i) Ashland was or is to be a participant, (ii) the amount involved exceeded or will exceed $120,000 and (iii) any related person had or will have a direct or indirect material
interest. Ashland is also required to describe its policies and procedures for the review, approval or ratification of any Related Person Transaction.
Pursuant to Ashlands written Related Person Transaction Policy (the Policy), the G&N Committee is responsible for
reviewing the material facts of any transactions that could potentially be transactions with related persons. The Policy covers any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships
(including any indebtedness or guarantee of indebtedness) in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, (2) Ashland is a participant and (3) any related person has or will
have a direct or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). Transactions between Ashland and any firm, corporation or entity in which a related person is an executive
officer or general partner, or in which any related persons collectively hold more than 10% of the ownership interests, are also subject to review under the Policy.
Under the Policy, Ashlands directors and executive officers are required to identify annually, and on an as-needed basis, potential transactions with related persons or their firms that meet the
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