G1. ESG governance and leadership Board oversight of ESG “Our governance framework is Our Board of Directors is presided over by an Independent Chair of the Board. We believe rooted in risk management and that having an Independent Chair, separate from our CEO, creates an environment that compliance, which serves as is more conducive to objective evaluation and oversight of management’s performance. a foundation for sustainability We further believe this increases management’s accountability and improves the Board’s and ESG e昀昀orts at Enphase.” ability to monitor whether management’s actions are in the best interests of our company and our shareholders. Our governance framework is rooted in risk management and compliance, which serves as a foundation for sustainability and ESG e昀昀orts at Enphase. We appreciate the importance of ESG risks and opportunities, and the Board and its committees are responsible for overseeing our overall ESG strategy. The Nominating and Corporate Governance Committee oversees ESG matters including strategy, initiatives, policies, and outreach to investors and other interested stakeholders. Our cross-functional ESG executive leadership team provides regular updates on emerging ESG trends, reporting and regulations, and assessment of strategic objectives over the short-, medium-, and long-term on climate and emissions, diversity initiatives, human rights, and other material ESG topics. The Audit Committee has the responsibility to consider and discuss our major 昀椀nancial and accounting risk exposures and the steps our management has taken to monitor and control these exposures, including the potential 昀椀nancial impact of physical climate risks. The Audit Committee also monitors compliance with legal and regulatory requirements, including emerging ESG and sustainability disclosure requirements, as well as the performance of our internal audit function. The Compensation Committee oversees matters related to human capital management, leadership development, and talent assessments. The Committee is also responsible for executive compensation and pay metrics. Additional information about the role of the Board and its various committees is available in our Corporate Governance Guidelines and our most recently 昀椀led Proxy Statement. ENVIRONMENTAL, SOCIAL, AND GOVERNANCE REPORT 2023 73
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