Marvell Technology Inc

Lobbying Governance

AI Extracted Evidence Snippet Source

##### Sustainability Governance

Our strong governance model provides oversight, accountability and risk management for our sustainability priorities, including climate change and human capital.

###### Sustainability Oversight

We recognize the importance of strong governance to uphold accountability for sustainability, and as a result, we have established governance oversight that starts with the Board of Directors. Our Board of Directors oversees Marvell efforts to mitigate impacts, manage risks, identify opportunities and drive progress toward our goals. By the end of FY24, 10 out of 11 directors were independent (our CEO being the only non-independent director). For more about Board diversity, see the Inclusion and Diversity section.

The Board's Nominating and Governance Committee has overall oversight of sustainability matters and receives quarterly updates on the company's progress and performance. The Marvell Chief Legal Officer acts as an executive sponsor of the sustainability program and provides regular updates to the chair of the Nominating and Governance Committee on an as-needed basis. The Audit Committee receives quarterly updates from the Chief Compliance Officer on our ethics and compliance programs, including anti-corruption measures, ethics training, supply chain risk management and adherence to export restrictions. The chair of the Audit Committee also receives more frequent updates from the Marvell Chief Legal Officer. The Board's Executive Compensation Committee also has oversight of several aspects related to human capital, which we have detailed in the Marvell Governance Structure section below.

At the executive level, the Sustainability Committee has oversight of our sustainability strategy, approving and supporting initiatives, reviewing sustainability report content and driving accountability across the company. The Committee includes the Chief Legal Officer, Chief Operations Officer, Chief Accounting Officer, Chief Human Resources Officer and senior executives from Operations, Central Engineering, Sales, Internal Audit and Investor Relations teams. The Committee generally meets quarterly, or more frequently as needed.

To monitor progress toward our sustainability goals and drive action across the company, we have established working groups — Thriving Organization, Sustainable Products and Responsible Supply Chain.

###### Marvell Sustainability Strategy Oversight

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**to Sustainability** Organization Products Supply Chain

They represent a wide range of business functions, including Finance, Ethics and Compliance, Quality, Procurement, Corporate Real Estate and Workplace, Human Resources, Central Engineering and Product Business Units. The groups meet monthly and provide subject matter expertise on operationalizing sustainability, as well as tracking, measuring and reporting on progress on our sustainability goals and key initiatives.

###### Climate Change Governance

Climate change is a priority topic for Marvell that requires cross-functional collaboration and action at all levels of the company. The company-wide climate strategy is set by management and reviewed by the Board. The Nominating and Governance Committee receives quarterly updates on climate-related matters, and the full Board receives an annual update.

Our Chief Operations Officer (COO) is the executive sponsor of the Thriving Organization — Environment Working Group and has overall responsibility for the implementation of Marvell climate strategy across our facilities globally. The COO is responsible for the process that assesses and manages climate-related risks and opportunities, elevating stakeholder concerns and guiding the implementation of climate-related policies, programs and disclosures. The COO is also a member of the Sustainability Executive Committee. The COO works closely with the Chief Legal Officer, who ultimately raises the issue to the Board as part of its sustainability updates, both in the Nominating and Governance Committee's quarterly updates and in the periodic updates to the Board of Directors.

https://www.marvell.com/content/dam/marvell/en/company/assets/marvell-sustainability-report-fy24.pdf

###### Climate Change Governance

Climate change is an important topic for
Marvell, and it is addressed on an ongoing
basis in our Nominating and Governance
Committee quarterly updates and in the
annual full Board update.

Management sets the company's climate
strategy and reviews it with the Board.
Marvell's Chief Operations Officer (COO) is
the executive sponsor of the Environment
Working Group and has overall responsibility
for climate strategy and related issues. The
COO is responsible for assessing and leading
the management of climate-related risks
and opportunities, elevating stakeholder
concerns and guiding the implementation
of climate-related policies, programs and
disclosures. The COO is also a member of
the ESG Committee, and in that capacity,
can elevate climate topics to Marvell's
senior leadership and ultimately to the
Board's Nominating and Governance and
Audit Committees. [...] Our Approach to Political Advocacy

At Marvell, political advocacy is a means of
engaging with government representatives
to provide knowledge and leadership on
issues affecting the semiconductor industry
and data infrastructure market. For example,
in the past year, semiconductors have been
front and center, due to important topics
such as the CHIPS for America Act, and
Marvell has engaged directly with officials
to provide our expertise.

Marvell does not make political contributions
through money, time or in-kind services or
engage with outside lobbyists. In addition,
we do not have a political action committee,
nor do we make contributions to third-party
committees, organizations or special funds.

https://www.marvell.com/content/dam/marvell/en/company/assets/marvell-esg-report-fy22.pdf

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]To commit to conduct our engagement activities in line with the goals of the Paris Agreement, we signed the Business Ambition for 1.5ºC Pledge. This is a campaign led by the United Nations Global Compact, We Mean Business and the Science- Based Targets Initiative that urges companies to set science-based targets aiming for net zero greenhouse gas emissions by 2050.

Marvell's ESG Working Groups provide cross-functional knowledge and decision-making to develop, deliver and report on Marvell's ESG efforts, including those related to the SBT goal setting. Relevant topics covered by the Environment Working Group include climate, waste, and water. Each working group has an executive-level sponsor who sits on the ESG Committee and retains ultimate accountability for the Working Group's responsibilities; the group will provide bimonthly updates to the sponsor in advance of the committee meetings. As part of its duties, the working group will set strategies and goals and identify and deliver approaches to managing environmental topics, such as climate and water. The cross-functionality of the working groups combine with the executive level of sponsorship adds a layer of checks and balances to ensure that all activities are consistent with Marvell's overall climate change strategy. Additionally, Marvell's ESG Committee provides, among other things, executive oversight and support of Marvell's strategy, goals and incentives to address its ESG issues. The Committee will assist in setting the company's general strategy with respect to ESG matters such as climate and water and will consider and recommend, policies, practices, and disclosures that conform with the strategy. It will also consider and inform the Board of Directors, the Board of Directors' Committees, and senior leadership, as appropriate, on current and emerging ESG matters that may affect the business, operations, performance or public image of the Company or are otherwise pertinent to the Company and its stakeholders, and will make recommendations on how the Company's policies, practices and disclosures can adjust to or address current trends.

CDP Questionnaire Response 2022