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Regions' 2020 Proxy Statement

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Regions' 2020 Proxy Statement REGIONS FINANCIAL CORPORATION CORPORATE PURPOSE AND CULTURE Strength of our Corporate Culture Regions’ corporate culture is founded on our mission that creating shared value for all of our stakeholders—customers, shareholders, associates, and communities—is the right way to operate our business. This culture is a strength that uniquely positions us to execute against our strategic plan to generate consistent, sustainable long-term performance. As we continuously improve our culture, we build an organization that is more balanced, diverse, inclusive, and thoughtful. In doing so, we also enhance our customer service quality, increase associate engagement, and create a strong risk management culture. Our Mission and Purpose There are many elements of Regions’ corporate culture, but the key element is a collective passion for our mission to make life better for our customers, shareholders, associates, and communities by creating shared value. Our mission defines our corporate purpose and answers the question, “What do we want to accomplish as we work together?” Our mission is to achieve superior economic value for our shareholders over time by making life better for our customers, our associates, and our communities and creating shared value as we help them meet their financial goals and aspirations. Our Vision Statement Regions aims to be the premier regional financial institution in America through being deeply embedded in its communities, operating as one team with the highest integrity, providing unique and extraordinary service to all of its customers, and offering an unparalleled opportunity for professional growth for its associates. Our vision statement is an aspiration, and it defines our future. It is meant to guide what we do, where we do it, and how we will execute. We aim to achieve our vision by providing expert financial advice, guidance, and education to customers; crafting well-developed business plans that we execute with discipline; building on a foundation of integrity and trust throughout our business; delivering excellent customer service and convenience; and offering our associates the opportunity to grow professionally and be part of an outstanding team. Our Values At Regions, our values reflect the ethics and commitment of our Focus on your customer. Serving the customer as one team, associates. We believe that how we reach our potential and create in an exceptional way, is our business, our only business. Know shared value is just as important as what we achieve. We rely on your customer. Serve your customer. Be committed. Understand our associates to embody those ideals and vision in order to make needs. Meet needs. Make your customer’s life better by what you our company’s vision a reality. Our values guide our day-to-day do. Create shared value. life, how we treat customers and each other, and the expectations Reach higher. Grow. Our company must grow, and we must grow we have for ourselves. prudently. Raise the bar. Be energetic. Be innovative. Achieve At Regions, we strive to use our corporate values as a lens excellence. Improve continuously. Inspire and enable others. through which decisions should be made. We believe it is more Succeed the right way. Improve efficiency and effectiveness. appropriate to look first at customer needs rather than the Enjoy life. Have fun. We are in the business of banking. But more products or services we can offer. Our approach of “Getting to importantly, we are in the business of life. Enjoy it. Laugh. Be Know Your Customer” before offering our solutions is, we believe, creative. Celebrate. Recognize success. the right way to do business. Our values are the statement of how we will do business; they are a promise and a measuring stick against which to judge our behavior and results. We train our associates on our values and depend on them for implementation. Put people first. Have respect for every person. Listen. Care. Serve others before yourself. Build the best team. Be inclusive. Work as one team. Balance work in a full life. Lead humanely. Set the good example. And remember to say thank you. Do what is right. Always. Be honest. Do what you say. Use common sense. Stand for quality and integrity. Take the long view. Earn trust. Be responsible and accountable. to confront climate change, plans are underway at Regions to complete a climate-related risk disclosure that is aligned with the Task Force on Climate-related Financial Disclosures (TCFD) framework. The Board believes that responsible and responsive corporate governance practices enable companies to generate consistent, sustainable, long- term performance and that enhanced disclosures provide our shareholders with a more transparent look at the Company. Continued Commitment to Leading Human Capital Management and Board Effectiveness. The Board and its committees oversee the Company’s human capital management (HCM) generally by engaging in regular, constructive dialogue with management on HCM matters. In 2019, the Board’s Compensation and Human Resources Committee strengthened its HCM oversight through the implementation of the Human Capital Management Dashboard. This Dashboard provides the Board with meaningful data, metrics, and Dear Fellow Shareholders: accompanying analysis evaluating risks and opportunities. Some of the On behalf of your Board of Directors, we thank you for trusting us with topics covered in the Dashboard include workforce diversity, overseeing your investment in Regions. Your Board values the composition, and stability; associate engagement; learning and opportunity to provide transparency into our oversight practices and development; benefit and wellness program utilization; and philosophy as we work to represent your interests and achieve compensation. This aids the Board in further aligning HCM practices, consistent, sustainable long-term performance of the Company. which we recognize to be one of the Company’s long-term value drivers, with the Company’s mission, purpose and culture, as well as its long- Importance of Shareholders’ Perspectives and Ongoing term strategy. One of Regions’ Core Values is to “Put people first,” which Dialogue with Directors. Over the past year, my fellow independent means respecting our associates and the customers and communities Board members and I have benefited from substantive and ongoing that Regions serves. dialogue with our shareholders. In 2019, we made an intentional effort to increase our engagement with shareholders, and throughout the year As part of its continued focus on board effectiveness, the Board’s NCG we met, primarily in-person, with a number of shareholders. Your Board Committee strengthened its already robust evaluation process this year believes that understanding your views and perspectives, as owners by concentrating on enhancing committee-level evaluations. of the Company, is a critical part of enabling our long-term success. Enhancements to the process included having each committee Chair Director-shareholder engagement is an important component of our undertake confidential one-on-one conversations with each of their commitment to continuously improving our corporate governance committees’ members, as well as more focused questions used during practices. For example, as a result of our engagements, in early 2019, the committee-level evaluation. These exchanges were in addition to the Board adopted a version of the “Rooney Rule,” which is set forth in one-on-one conversations that I already held with each of the other our Corporate Governance Principles, for Director candidate searches. independent Directors. While we recognize that our own evaluation We believe a diverse Board is a strong and effective Board and that the process requires significant time, analysis, and effort, we believe that composition of your Board should reflect the communities in which this thorough process is a leading governance practice well worth the Regions operates. undertaking. Having a robust evaluation helps the Board be proactive and to continue looking inwards to best serve shareholders. Commitment to Advancing ESG Priorities in Alignment with our Strategic Focus on Continuously Improving. With oversight Words of Appreciation. I also want to take this opportunity to thank from the Board and each of its committees, the Company continued its Eric Fast, who is not standing for reelection this year and is retiring from focus on responding to both our shareholders and our stakeholders our Board in April following a decade of service and counsel. Throughout with comparable and decision-useful environmental, social, and his tenure, Director Fast provided valuable guidance and support in his governance (ESG) and sustainability disclosures that align with our oversight of Regions. He has been an exceptional Board and committee strategic focus to continuously improve. For example, Regions was member, and we will miss his diligent commitment and astute among the first U.S. regional banks to release a disclosure using the perspectives. Sustainability Accounting Standards Board (SASB) standards. CEO’s Letter and Thank You. Please also see a letter from Regions’ Regions’ disclosure incorporates elements of the SASB industry- Chief Executive Officer, John Turner, to Regions’ shareholders, specific standards for Commercial Banks, Consumer Finance and associates, customers, and communities that accompanies this year’s Mortgage Finance, each of which the Company has identified as being proxy statement. highly relevant to its operations and business.
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