Oversight of Climate Matters Board of Directors Our Comerica Incorporated Board of Directors currently consists of 10 independent directors plus our Chairman who oversee and guide our corporate responsibility commitments, policies and programs, including climate change. Climate matters are managed at the Board level through three different Committees. In recent years, the Board has been provided resources on climate matters by internal and external subject matter experts. Climate-Relevant Board Committees - The Board's Enterprise Risk Committee (ERC) oversees all of Comerica's risk management, including environmental and social risks (e.g., sustainability, climate change and corporate social responsibility). ERC oversight includes evaluating areas of progress, challenges and future initiatives along with annual review and approval of the sustainability action plan. The ERC receives regular updates from Comerica's Director of Corporate Sustainability, and is responsible for sharing ESG-related matters and stakeholder engagement results with the rest of the Board. - The Board's Governance, Compensation and Nominating Committee is responsible for determining the constituency of the Board and looks at diversity of experience, professions, skills, geographic representation and/or backgrounds when evaluating nominees. - The Board's Audit Committee oversees the integrity of the Corporation's financial statements, compliance with legal and regulatory requirements, the outside auditor's qualifications and independence and the performance of the Corporation's internal audit function and outside auditors. This committee also prepares the Committee report as required by the SEC to be included in the Corporation's annual proxy statement. Updates to the Audit Committee regarding emerging disclosure practices and requirements are provided by Comerica's Chief Accounting Officer in consultation with Comerica's Director.