##### 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.