Regions Financial Corp

###### BOARD OF DIRECTORS OVERSIGHT

As a steward of long-term enterprise value, the oversight provided by our Board is pivotal in understanding and managing how climate-related issues affect the Company's operations and business over time. The Board's oversight of these issues, as well as the risks and opportunities they present, is incorporated into its broader supervision of enterprise-wide areas.

###### NCG Committee

- Environmental strategy,
initiatives, and policies - Matters related to

- Practices and reporting on environmental risk
environmental matters of management
significance

**BOARD OF DIRECTORS. The full Board provides the**
foundation for the Company's management of climaterelated risks and opportunities through oversight of the
strategic plan, annual budget, and capital planning
process. The Board considers and approves the strategic
environmental objectives proposed by management in
the Company's strategic plan, and subsequently oversees
management's implementation of those objectives. The
Board also reviews and approves the Company's annual
budget and capital plan, ensuring the appropriate
allocation of the Company's resources to environmental
efforts and initiatives that the Company has deemed to
hold strategic importance.

The Board believes that cognizance of current and
emerging environmental risks and opportunities, and
their impact on long-term value, are inextricably linked
to proper Company oversight. For that reason, each
Director self-evaluates their competency in environmental
sustainability each year. The results of those evaluations
can be found in the Board Skills and Composition Matrix
[included in Regions' annual proxy statement.](https://ir.regions.com/~/media/Files/R/Regions-IR/documents/2021-rfc-proxy-statement.pdf)

Further responsibilities connected to environmental risk
and opportunity oversight have been intentionally and
thoughtfully delegated to the appropriate standing
committees of the Board.

|BOARD OF DIRECTORS OVERSIGHT|Col2|
|---|---|
|Board of Directors As a steward of long-term enterprise value, the oversight provided by our Board is pivotal in understanding and managing • Environmental elements of how climate-related issues affect the Company's operations strategic and capital planning and business over time. The Board's oversight of these issues, as • Budgeting for environmental well as the risks and opportunities they present, is incorporated initiatives into its broader supervision of enterprise-wide areas. NCG Committee Risk Committee Audit Committee • Environmental strategy, • Risk Management Framework • Functioning of Company's initiatives, and policies • Matters related to controls • Practices and reporting on environmental risk • Disclosure of material environmental matters of management environmental matters significance||
|NCG Committee • Environmental strategy, initiatives, and policies • Practices and reporting on environmental matters of significance|Audit Committee • Functioning of Company's controls • Disclosure of material environmental matters|

**NOMINATING AND CORPORATE GOVERNANCE ("NCG")**
**COMMITTEE. Beyond traditional areas of governance, the**
[Board's NCG Committee is formally charged in its Charter](https://ir.regions.com/~/media/Files/R/Regions-IR/NCG%20Committee%20Charter%20-%20July%202019.pdf)
with overseeing the Company's environmental practices
and reporting. This includes reviewing the Company's
environmental strategy, initiatives, and policies through
multiple presentations throughout the year. The NCG
Committee also receives a recurring quarterly update that
includes issues and events related to environmental
governance. These presentations allow consideration of
environmental issues, topics, and updates at every NCG
Committee meeting.

**RISK COMMITTEE. The oversight of matters related to**
environmental risk management, such as climate
change risk, are expressly delegated to the Board's Risk
[Committee in its Charter. Environmental risk is a growing](https://ir.regions.com/~/media/Files/R/Regions-IR/Risk%20Committee%20Charter%20-%20July%202019.pdf)
area of emphasis in articulating the Company's risk
tolerance parameters through our Enterprise Risk Appetite
Statement, which the Risk Committee reviews and approves
at least annually. Similarly, the Risk Committee reviews,
approves and oversees the operation of an enterprise-wide
risk management framework that integrates climate risk
including both transition and physical risk. Regular
presentations from management allow the Risk Committee
to provide this oversight effectively.

--NEW-PAGE--

###### Management Oversight

Our sustainability commitments and
initiatives start at the management
level and are furthered through the
efforts of our entire associate
population. Because we view ESG as
a company-wide imperative, executing
appropriate environmental risk
governance is distributed across
several members of senior leadership
spanning multiple areas of focus,
including our Chief Governance
Officer, Chief Risk Officer, and Head of
Corporate Real Estate and Procurement.
We believe this intentional allocation
of responsibilities enables efficacy
through the application of subjectspecific expertise.

Management-level committees are
an integral part of our risk governance
framework and serve a valuable
purpose in ensuing appropriate
governance of Company activities.
These risk governance committees at
the management level and underlying
working groups are often necessary to
oversee a specific business function,
risk, or other matter, with the
responsibility to evaluate, manage,
and direct action on that matter.
Management oversight over climate
risks is performed through a

comprehensive set of established
management and risk oversight
committees throughout the Company.

**Examples of recurring oversight**
**activities conducted by these**
**management-level committees include:**

We have constructed an ESRM
working team composed of crossfunctional leadership to oversee our
climate risk management practices
and guide our approach to climate
risk management within our enterprise
risk framework. This ESRM working
team meets monthly and reports to
senior leadership. Regions has recently
assembled a group of managementlevel leaders from across the Company
to ensure coordination and alignment
of ESG activities and strategies across
the enterprise. This group, whose work
supports the Executive Leadership
Team, began meeting in 2021.

Management also implements
environmental directives that are
considered initially at the Board level.
[The aforementioned Environmental](https://ir.regions.com/~/media/Files/R/Regions-IR/documents/governance-documents/May-2019-Env-Policy-and-Goals.pdf)
_[Sustainability Policy Statement states](https://ir.regions.com/~/media/Files/R/Regions-IR/documents/governance-documents/May-2019-Env-Policy-and-Goals.pdf)_
Regions' responsibility to address
environmental challenges through our
long-term plan to create sustainable
value for our stakeholders. This
Policy Statement aligns with other
authoritative documents, including
[our Human Rights Statement and](https://ir.regions.com/~/media/Files/R/Regions-IR/documents/Copy%20of%20Human%20Rights%20Statement_FINAL2020.pdf)
_[Supplier Code of Conduct.](https://www.regions.com/-/media/pdfs/Regions-Vendor-Code-of-Conduct.pdf?revision=2f9e3aa2-b062-4dd0-8bfb-b65be649dab3)_

|(1) review of updates to the risk library to account for climate risk, including risk additions and modifications to existing risks, (2) review of metric performance against target levels to assess adherence to risk tolerance and pursuit of strategic goals, (3) review of risk assessments, such as enterprise risk assessments that encompass the entire risk library for each defined risk type, and (4) review of alignment of business strategy with desired risk appetite as both strategy and appetite evolve to account for material risks, including climate risks.|s l t t s l|
|---|---|

Regions participated in the process of preparing the American Bankers Association's June 2022 comment letter to the U.S. Securities and Exchange Commission on the latter's climate-related disclosures proposal (File No. S7-10-22 -- Proposed Rule: The Enhancement and Standardization of Climate-Related Disclosures for Investors). [...] Regions participated in the process of preparing the Bank Policy Institute's June 2022 comment letter to the U.S. Securities and Exchange Commission on the latter's climate-related disclosures proposal (File No. S7-10-22 -- Proposed Rule: The Enhancement and Standardization of Climate-Related Disclosures for Investors). [...] Regions participated in the process of preparing the Risk Management Association's February 2022 comment letter to the U.S. Office of the Comptroller of the Currency on the latter's proposed Principles for Climate-Related Financial Risk Management for Large Banks.

Regions' Statement on Political Contributions and Code of Business Conduct and Ethics (Code of Conduct) collectively govern and promote the highest standards of behavior by our Company and our associates with regard to political activities. These policies also support our compliance with all applicable federal and state campaign finance laws. Like most public companies, Regions recognizes decisions made by governmental agencies and lawmakers can have a significant impact on our operations, customers, shareholders, and associates. Accordingly, we monitor and track issues that affect our business and express our views to lawmakers and regulators.

Regions may make corporate political contributions in states where doing so is permissible. These contributions may be directed to state party organizations and candidates for state-wide offices, state legislatures, and, in rare instances, local offices. Also, where legally permitted, Regions may make independent expenditures or corporate contributions in connection with state and local ballot initiatives, and referenda on important policy issues likely to impact our business and our stakeholders.

Regions' corporate political contributions are subject to a tiered approval process based on the amount of the anticipated contribution. The full Board and the Risk Committee receive a report on the Company's annual corporate contributions and non-deductible portions of trade association dues. Reports are reviewed and certified to be in compliance with the Statement by Regions' Chief Legal Officer.

The Company believes transparency regarding our political contributions is important to our stakeholders. Since 2014, we have published Government Affairs Reports on a semi-annual basis that contain the Company's Statement on Political Contributions and our related activities. In each report, we describe our oversight process for political contributions and a summary of independent expenditures and corporate political giving over the report's covered period. The report also discloses trade associations to which Regions paid more than $25,000 in annual dues and the portion of those dues that were non-deductible under the Internal Revenue Code (IRC) as attributable to lobbying expenses.

The Company believes these disclosures offer transparency with respect to the Company's public policy advocacy, which benefits our shareholders, the Company, our associates, and our customers. Our current Government Affairs Political Activities Report can be found on ir.regions.com/governance.

**PUBLIC POLICY.** Our Government Affairs team is engaged with policymakers, peer banks and industry trade associations to ensure potential policy changes are vetted and tailored to the needs of the industry and our clients, where appropriate.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]We achieve strategy alignment through intentional selection of participation opportunities, which is facilitated through regular communication among internal stakeholders. For example, our decision to join the Partnership for Carbon Accounting Financials (PCAF) was made based on multiple cross-functional conversations among internal groups that play central roles in enterprise-wide strategic planning, risk management, and ESG strategy. These interactions ensured that the decision was appropriately deliberated by internal experts contributing multiple different perspectives. We further escalated the opportunity to the Board of Directors, in order to better enable its oversight of our climate engagement strategy. We took a similarly deliberate approach to our decision to apply for membership in Ceres' Company Network in 2019. Similar cross-functional groups are also leveraged when determining the appropriate opportunities to participate in trade associations' environmental roundtables, working groups, and task forces.

Does your organization have a public commitment or position statement to conduct your engagement activities in line with the goals of the Paris Agreement?[…]No, and we do not plan to have one in the next two years