Ventas Inc

Ventas escalates any material ESG-related misconduct or incidents to its executive team or Board of Directors, as appropriate. After receiving guidance from the executive team or Board, if appropriate, Ventas would fulfill any SEC disclosure obligations, communicate any such misconduct or incidents to its employees or issue a press release to alert the public. Ventas's executives, investor relations and corporate communications personnel would make themselves available to respond to any inquiries from employees, investors and other stakeholders. [...] Under the leadership of Ventas Chairman and CEO Debra A. Cafaro, Ventas established a ESG Steering Committee to provide strategic oversight and accountability for advancing ESG at Ventas. The steer committee oversees a multi-dimensional ESG framework that outlines distinct focus areas where Ventas is taking action to expand and improve ESG, and specifically climate-related initiatives throughout its spheres of influence. This includes approving changes to our ESG framework and climate-related targets, which are reviewed on an annual basis. the Steering Committee meets on a quarterly basis. In addition to quarterly meetings, Debra and the ESG Steering Committee is also informed by a dedicated Ventas-employed ESG team, headed by the VP of Corporate ESG and Sustainability, via formal meetings, presentations, and memos on a regular (monthly, quarterly, annually) and an ad-hoc cadence."
"Reflecting our ongoing commitment to best-in-class governance practices, in 2022, we expanded the role of the Nominating and Corporate Governance Committee to include oversight and monitoring of the Company's ESG strategies, goals and initiatives including those relating to diversity, equity and inclusion ("DE&I"). At the same time, we changed the name of the Committee to the Nominating, Governance and Corporate Responsibility Committee, emphasizing the importance of the Committee's role in the Board's longstanding oversight and monitoring of the Company's DE&I and ESG strategies, goals and initiatives.

###### TASK FORCE ON CLIMATE RELATED FINANCIAL DISCLOSURES (TCFD) REPORT

Ventas is committed to managing climate-related risks and opportunities in our portfolio. A summary of our response to the TCFD recommendations and guidance for disclosures is below, with additional information included in our annual response to the CDP climate change questionnaire.

###### Governance

**A. Board Oversight**

The Board of Directors and its Nominating, Governance and Corporate Responsibility (NGCR) Committee provide oversight of our environmental, social and governance (ESG) matters. To enhance the Board's oversight of such matters, in 2022, we expanded the role of the NGCR Committee to include oversight and monitoring of the Company's ESG strategies, goals and initiatives, including climate-related matters, and diversity, equity and inclusion. These changes were reflected in an update to the NGCR Committee's charter. At the same time, we renamed the Nominating and Corporate Governance Committee to the Nominating, Governance and Corporate Responsibility Committee, emphasizing the importance of the NGCR Committee's role in the Board's longstanding oversight and monitoring of the Company's ESG strategies, goals and initiatives. In some cases, where appropriate, the full Board is involved in climate-related matters.

At all quarterly NGCR Committee meetings, the Ventas General Counsel and/or VP, Corporate ESG & Sustainability (VP, ESG) provide updates on ESG strategies, actions and accomplishments. The Chair of the Committee then reports to the full Board on ESG matters at each regularly scheduled Board meeting. The Board also receives an update from management on ESG matters at least once annually and as otherwise warranted. Enterprise risk management (ERM) matters, including any relevant changes to climate-related risks, are reported to the Board at each regularly scheduled Board meeting. The NGCR Committee and the full Board provide guidance on strategy and major plans of action related to climate change and other ESG matters, as appropriate.

**B. The Role of Management**

Ventas's Chairman and CEO (combined position) has direct oversight of climate-related matters as the Chair of the ESG Steering Committee and member of our ERM Committee. The ESG Steering Committee oversees company-wide initiatives to improve our environmental footprint, in addition to corporate social responsibility and governance efforts. The ERM Committee identifies, assesses and monitors enterprise-wide risks to our company, which may include climate change risks. Our General Counsel and VP, ESG provide regular (quarterly or more frequent) ESG updates to our Executive Leadership Team and obtain input on ESG initiatives, including climate-related risks and opportunities, as appropriate. Our General Counsel also provides quarterly ERM updates to our Executive Leadership Team and obtains input on ERM initiatives, as appropriate.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]The Ventas Chairman and CEO has direct oversight of climate-related matters, including Ventas's climate change strategy, as the Chair of the Ventas ESG Steering Committee. The ESG Steering Committee oversees company-wide initiatives to improve our environmental footprint and energy efficiency efforts, in addition to corporate social responsibility and governance efforts. Ventas's ESG Steering Committee is chaired by Ventas's Chairman and CEO, is convened by Ventas's Vice President of ESG & Sustainability, and includes employees from different functional areas: Chief Investment Officer, VP of Asset Management, Chief Accounting Officer, SVP of Corporate Finance, and General Counsel & Ethics, & Compliance Officer. The ESG Steering Committee meets regularly to consolidate and improve Ventas's awareness, information collect and disclosure regarding environmental matters. This includes monitoring our climate-change related engagement activities such as the level and type of involvement with trade associations and contributions to climate-change related engagement activities.

Describe the process(es) your organization has in place to ensure that your external engagement activities are consistent with your climate commitments and/or climate transition plan?[…]At the quarterly NGCR Committee meetings, the Ventas General Counsel and VP, Corporate ESG & Sustainability ("VP, ESG") provide updates of ESG matters, including climate-related matters. Examples of topics discussed with the Committee and which drive strategy and implementation decisions include climate risk analysis; progress against our emissions, energy, water and waste goals; incorporation of ESG and climate factors into our acquisition and development processes; and climate-related regulatory matters such as the proposed U.S. SEC Climate Change Disclosure rule.