• any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer or a beneficial owner of more than 5% of our Common Stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of our Common Stock; or • any other person who may be a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to our Related Person Transaction Policy, prior to entering into a transaction, such transaction should be reviewed by Hyzon’s General Counsel to determine if review of the Audit Committee is required. The Audit Committee shall review all of the relevant facts and circumstances of all Related Party Transactions that require the Committee’s approval and either approve or disapprove of the entry into the Related Party Transaction. The Audit Committee shall take into account, among other factors it deems appropriate, (i) the relevant facts and circumstances of the Related Party Transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the Related Party’s interest in the transaction, (iii) whether the transaction contravenes the Company’s Code of Conduct or other policies, (iv) whether the Audit Committee believes the relationship underlying the transaction to be in the best interests of the Company and its stockholders and (v) the effect that the transaction may have on a director’s status as an independent member of the Board and on his or her eligibility to serve on the Board’s committees. Board Leadership Structure According to our Corporate Governance Guidelines, the Board is free to select its Chairman and the Company’s Chief Executive Officer in the manner it considers in the best interests of the Company at any given point in time. These positions may be filled by one individual or by two different individuals. In August 2022, the Board determined that that Mr. Gu would serve as the Company’s Chairman and cease his responsibilities as an executive officer of the Company, while Mr. Meeks would assume the role as President and Interim Chief Executive Officer, later being promoted to Chief Executive Office in March 2023, and then appointed to our Board in May 2023. In his role as the Chairman, Mr. Gu undertakes several responsibilities with respect to the operations and functioning of our board of directors. Among these responsibilities are the following: presides at meetings of our board of directors; presides over executive sessions of the non-employee directors; helps facilitate communication between senior management and the independent directors; works with committee chairs to oversee coordinated coverage of board responsibilities; and undertakes such other responsibilities as our board of directors may assign to him from time to time. Mr. Gu has served as the Chairman of the board since July 2021. Ms. Wong serves as the Board’s Lead Independent Director. Ms. Wong was selected, pursuant to our Corporate Governance Guidelines, to preside at all meetings of the Board at which the Chairman and CEO is not present; presiding at executive sessions of the independent directors; and review and approve meeting agendas, meeting schedules and information sent to the Board. Role of Board in Risk Oversight One of the key functions of the Board is informed oversight of our risk management process. The Board administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure, and Hyzon’s Audit Committee has the responsibility to consider and discuss Hyzon’s major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements. Hyzon’s Compensation Committee also assesses and monitors whether Hyzon’s compensation plans, policies and programs comply with applicable legal and regulatory requirements, and Hyzon’s Nominating and Corporate Governance Committee provides oversight with respect to corporate governance and monitors the effectiveness of Hyzon’s corporate governance policies and principles. Hyzon’s Environmental, Social, and Governance (“ESG”) Committee provides general strategy and oversight of Company policies related to environmental, social, and corporate governance matters. Hyzon Motors 2023 Proxy Statement | 19
RkJQdWJsaXNoZXIy MTc1MzI0Mw==