###### BOARD OVERSIGHT OF ESG RISKS AND OPPORTUNITIES
###### FULL BOARD RESPONSIBILITIES
- Awareness of the JetBlue ESG strategy
- Ensure ESG competency and fluency of Board
We recognize that ESG issues touch all parts of our business. To ensure we are appropriately identifying and managing potential ESG-related risks and opportunities, such as the risks associated with climate change, we have incorporated ESG considerations into our core business functions starting at the top with our Board.
At JetBlue, the Board has ultimate oversight of our Enterprise Risk Program and is informed of these risks quarterly by the Audit Committee and at least annually by the Governance and Nominating Committee. The Board operates an ESG Subcommittee within the Governance and Nominating Committee to ensure the Board is aware of the JetBlue ESG strategy and has a comprehensive understanding of ESG matters. In 2021, the ESG Subcommittee met on three occasions to discuss ESG trends and best practices, and to review JetBlue's strategy and updates pertaining to material and current ESG matters.
ESG oversight extends across nearly all Committees of the Board, and has been clearly defined by the ESG Subcommittee. The chart on the next page shows how we have integrated ESG oversight across the structure of the Board and our Committees. We view the ESG Subcommittee as the 'convener' – ultimately responsible for the Board's oversight of ESG matters, identification of material ESG issues, and ensuring progress on ESG targets and metrics.
**AREAS OF OVERSIGHT** **COMMITTEE**
|ESG1 GOVERNANCE & NOMINATING ESG risk assessment X GOVERNANCE and response RISK Executive compensation tied to X ESG metrics|Col2|Col3|Col4|AUDIT X|COMPENSATION|AIRLINE SAFETY X|
|---|---|---|---|---|---|---|
||Executive compensation tied to ESG metrics|X|||X||
|SUPPLY CHAIN RISK|Supplier ESG diversity, natural resources conservation|X||X|||
|HUMAN CAPITAL RISK|Workforce diversity|X|X|X|X||
||Integrate ESG competency into executive succession planning||X|X|X||
||Talent management / leadership development|||X|X||
|PHYSICAL & REPUTATIONAL RISK|Environmental management climate change, emissions, waste|X||X|||
|REGULATORY RISK|Understand risks and opportunities relating to ESG regulations and reporting|X||X|||
1ESG Sub-Committee of the Nominating and Governance Committee
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###### CASE STUDY
2021 ACTIVITY OF THE ESG SUBCOMMITTEE
Our Board of Directors has ultimate oversight of enterprise risks and is informed of these risks quarterly by the Audit Committee and at least annually by the Governance and Nominating Committee. Our ESG Subcommittee ensures the Board is aware of the Company's ESG strategy and has a comprehensive understanding of ESG matters, which we continued to operate throughout 2021. The Charter of this Subcommittee can be found here.
We employ a dedicated Sustainability and ESG executive and team to oversee the efforts of the business and keep our management team and Board aware of climate-related risks and opportunities when developing strategy, performance, and budgets. Our Sustainability and ESG group leads risk and opportunity assessment efforts across a broad range of ESG topics on an on-going basis, and shares initial scoping of these topics with the General Counsel & Corporate Secretary.
Risks are defined as transition or physical, and identified as short-, medium-, or long-term. Areas of risk that the ESG team and General Counsel & Corporate Secretary evaluate as possibly material are escalated to the Enterprise Risk Management Program, which liaises with the relevant business functions to propose, assess, and implement actions to mitigate the risks.
Other risks that could cause immediate, short-term disruptions are managed by our Business Continuity and Crisis Management Teams. Business Continuity conducts quarterly meetings with department heads and other senior leaders to assess the potential impacts from risks such as increased extreme weather events. Crisis Management performs quarterly contingency planning exercises with department leadership to help prepare for significant operational events and risks, including the integration of complications from climate change into standard business continuity and business planning. In this way, the impacts of climate change are realistically woven into operational concerns and not treated as a stand-alone topic.
Identified material opportunities are reported directly to the General Counsel & Corporate Secretary, who raises the issue with the CEO and President, followed by the relevant Board committee, if appropriate. As opportunities are escalated upwards, the ones with the most potential impact are chosen to be investigated further and then pursued by the relevant business unit and team.
**In 2021, we held three meetings of the ESG**
**Subcommittee, with the following focus areas.**
**February 2021:**
- ESG Trends and Best Practice Review
- Board ESG Oversight – Structure, Charter, and Targets
- Decarbonization Updates
**June 2021:**
- ESG Trends and Best Practice Review
- Sustainability Marketing and Communications Updates
- 2019-2020 ESG and Social Impact Reports Review
- Climate Risk Scenario Analysis
**October 2021:**
- ESG Trends and Best Practice Review
- Investor ESG Expectations and Engagements
- ESG Ratings Review
- DEI and SAF Updates
Highlights Opportunities
to Pursue
Highlights Opportunities
to Pursue
**OPPORTUNITIES ESCALATION PROCESS**
Appropriate Board Committees
CEO/CFO/President
General Counsel/
Corporate Secretary
Regular Report on ESG Issues
Sustainability & Environmental
Social Governance Team