Our Governance & Ethics

Corporate Governance

ITW’s commitment to strong corporate governance, ethical conduct and compliance is rooted in our Core Values and sets the foundation for how we operate our business every day. Our focus on these areas helps ensure our business resilience and enables our company to achieve its full potential.

ITW’s Board of Directors is responsible for providing oversight and strategic guidance to management in support of the long-term interests of our stakeholders.

The Board has direct oversight of the company’s sustainability strategy. ITW’s approach to sustainability is key to company successfully executing our enterprise strategy; therefore, it is viewed as a core responsibility of the entire Board. Additional responsibilities related to sustainability are carried out by Board committees, company leadership and subject matter experts throughout ITW.

Read more about our Board, the Board committees’ responsibilities and our strong governance profile in our most recent Proxy Statement.

Ethics and Compliance

Rooted in our Core Values, we set high ethical standards for our company and partners that help us deliver best-in-class performance and create value for our stakeholders. Ethics and compliance training is an important part of our commitment to operate our business with the highest level of ethical conduct. ITW does not tolerate ethical violations and all colleagues are expected to know and follow the rules.

The following polices reinforce our commitment to ethical conduct and responsible behavior. These policies are regularly reviewed and updated as appropriate.

• Corporate Governance Guidelines ensure the company is governed in a manner that serves the interests of our shareholders, colleagues and other stakeholders.
• Code of Conduct, which is reviewed annually and updated as needed, reinforces ITW’s commitment to the highest level of ethical conduct and describes the standards of behavior governing all ITW colleagues, directors, businesses and subsidiaries around the globe. ITW’s Core Values are the foundation of the Code, which also applies to ITW’s suppliers through our Supplier Code of Conduct and in our standard purchase order terms and conditions. The Code also outlines our commitment to compliance with human rights, anti-corruption and data protection and privacy laws, as well as fair and honest competition and all applicable trade laws and restrictions.
• Code of Ethics outlines ITW’s principles regarding fair, ethical and honest business dealings, full and fair disclosure, and compliance with applicable laws for our CEO, CFO and all key financial personnel.
• Environmental & Sustainability Policy reinforces ITW’s commitment to global environmental sustainability reflected in the following priorities: improving our environmental performance on an ongoing basis, working with suppliers who operate with similar dedication to global environmental sustainability, and partnering with our customers in innovating solutions that address their needs for environmentally responsible products.
• Human Rights Policy reinforces our commitment to demonstrating respect for human rights at ITW and throughout our supply chain, and it applies to all ITW colleagues and locations worldwide and to others who may act on ITW’s behalf.
• Privacy Statement describes the information we collect, how we use and share it, and user rights with respect to the information. Our systems are designed to ensure colleagues have access to the minimum amount of sensitive information required to carry out their responsibilities.