Board of Directors
Independence of Directors
Under the rules of the NYSE, a director is not considered to be independent unless the Board of Directors has affirmatively determined that the director has no material relationship with the company or any of its subsidiaries (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company or any of its subsidiaries). In addition, the NYSE rules stipulate that certain relationships preclude a director from being considered to be independent. Our Board of Directors has determined that each director, except for James P. Zallie, the company's Chief Executive Officer, is independent.
In making its determination as to the independent directors, the board reviewed relationships between the company and the directors, including ordinary course relationships arising from transactions in 2015, 2016 and 2017 (all of which, other than the transactions described under the heading "Certain Relationships and Related Transactions" in this proxy statement and the proxy statements for our prior two annual meetings represented substantially less than one percent of the revenues of the entities involved) on terms and conditions substantially similar to those with unaffiliated third parties between the company and entities where the directors or their immediate family members are directors, advisory board members, executive officers or employees or own five percent or more of the equity of the applicable entity (Messrs. Aranguren-Trellez, Fischer, Hanrahan, Kenny and Uribe and Ms. Jordan and Ms. Reich). The board also reviewed the company's contributions to charitable and not- for-profit organizations in 2015, 2016 and 2017 (none of which exceeded $20,000 in any year, other than contributions to United Way charities which did not exceed $200,000 in any year) where the directors or their immediate family members serve or served as directors or trustees (Messrs. Aranguren-Trellez, Fischer and Uribe).
Contact Board
Any shareholder who desires to contact members of the board of directors, including non-management members as a group, may do so by writing to:
Corporate Secretary
Ingredion Incorporated
5 Westbrook Corporate Center
Westchester, Illinois 60154
The corporate secretary will collect all such communications and organize them by subject matter. Thereafter, each communication will be promptly forwarded to the appropriate board committee chairperson according to the subject matter of the communication. Communications addressed to the non-management members as a group will be forwarded to each non-management member of the board.
Contacting the Audit Committee
Any person who would like to contact the Company for the purpose of submitting a complaint regarding accounting, internal accounting controls, or auditing matters may do so by writing to:
Chairman, Audit Committee of the Board of
Directors of Ingredion Incorporated
c/o General Counsel
5 Westbrook Corporate Center
Westchester, IL 60154
Upon receipt of a complaint, the General Counsel will forward it to the Chairman of the Audit Committee on the next business day. Submission to the General Counsel is for the purpose of ensuring that the Chairman of the Audit Committee receives the complaint.
The Company has also established a toll-free hotline that can be used to contact the Audit Committee regarding the above stated matters:
1-800-688-2235
This 24-hour hotline is a dedicated telephone line, provided and staffed by an independent organization that will direct inquiries to the Chairman of Ingredion Incorporated’s Audit Committee. Concerns may be reported anonymously and confidentially. If callers wish to remain anonymous, they will be given a call-back number and date in the event that further information is needed to investigate the suspected violation. If callers choose to identify themselves, their names will be used in place of the call-back number.