Environmental,
Social, Governance
Presentation
November 2021
Experienced, Independent and Diverse Board
Lee Roy Mitchell
- Founder, Chairman of the Board
- Committees: None
Darcy Antonellis
- CEO, Vubiquity
- Committees: AC
Carlos M. Sepulveda
- Lead Independent Director
- Chairman, Triumph Bancorp
- Committees: AC*, CC, SPC
Benjamin D. Chereskin
- President, Profile Capital Management
- Committees: CC, SPC*
Director Diversity
Racial
Minority
30% & Women
Directors
70%
30% of Board comprised of women and/or minorities
Balanced Board Tenure
Nancy Loewe
Steven P. Rosenberg
12+ Years
0-5 Years
- CFO, Weyerhaeuser
- Committees: AC, GC
Enrique F. Senior
- Managing Director, Allen & Company
- Committees: SPC
Nina G. Vaca
- CEO, Pinnacle Group
- Committees: CC*, GC
- Manager, SPR Ventures
- Committees: AC, GC*
Raymond W. Syufy
- Former CEO, Century Theatres
- Committees: SPC
Mark Zoradi
- CEO, Cinemark
- Former President, Walt Disney Studios Motion Picture Group
3
6 1
6-12 Years
Range of Ages
70+ Years | <60 Years | |
2
4
4
60-69 Years
- Information as of Proxy filing date on April 2, 2021 | 2 |
- Committee abbreviations: AC (Audit Committee), CC (Compensation Committee), GC (Governance Committee), SPC (Strategic Planning Committee; * denotes committee chair |
Board Skills, Leadership and Risk Oversight
Our Board leadership structure promotes effective independent oversight, and is comprised of directors with the right skills to drive value for Cinemark stockholders
Board Leadership Structure and Skills Aligned with Our Strategy
- Board leadership structure promotes balance between independent, engaged oversight and extensive industry and operational expertise
Separate Chairman and CEO, with Chairman who: | Lead Independent Director with robust responsibilities and | ||||||||||||||
Provides leadership to the Board by chairing meetings, organizing | authority under Corporate Governance Guidelines | ||||||||||||||
directors and facilitating deliberations of the Board | Liaison between non-management directors and management | ||||||||||||||
Has in-depth industry knowledge and long-standing relationships | Calls and chairs executive sessions of non-management directors | ||||||||||||||
Provides significant input on strategic initiatives, including | Consults with Chairman and CEO to approve schedules, agendas | ||||||||||||||
evaluating new diversification and growth opportunities | and information for Board meetings | ||||||||||||||
Assists in maintaining company culture | Available for consultation and communication with stockholders | ||||||||||||||
8 | 10 | Directors' Skills | 8 | 10 | # of Directors | ||||||||||
5 | 5 | 6 | 5 | 5 | 5 | ||||||||||
3 | 2 | ||||||||||||||
Financial | Financial | Accounting and | Corporate | CEO | Non-CEO | Industry | M&A | Other Public Leadership | Strategic Vision | IT/ | |||||
Literacy | Management/ | Financial | Governance | Experience | Exec. | Knowledge | Board | and Planning | Cybersecurity | ||||||
Corporate | Oversight | Experience | Experience | ||||||||||||
Finance |
Our Board Practices
- Annual Board self-evaluation, overseen by the Nominating and Corporate Governance Committee
- Annual committee self-evaluations
- Considers many factors, including diversity of experience, educational and professional background and age, wisdom, integrity, skills such as understanding of finance and marketing, and willingness to devote adequate time to Board duties in evaluating the suitability of individual Board members
- Information as of Proxy filing date on April 2, 2021
3
Committed to Strong Governance
Our Governance Highlights
- Separate Chairman and CEO and Lead Independent Director
- Lead Independent Director with well-defined role and robust responsibilities
- Majority of directors are independent
- Robust oversight of risk and risk management
- Annual Board and committee evaluations and assessments
- Regular Board evaluations of management
- Commitment to Board refreshment and diversity
- Regular executive sessions of independent directors required by Corporate Governance Guidelines
- Information as of Proxy filing date on April 2, 2021
Compensation Governance Principles
- Significant majority of CEO target pay "at-risk"
- Majority of pay is long-term and at-risk with no guaranteed bonuses or salary increases
- Robust stock ownership guidelines align executive and director interests with those of stockholders
- Non-employeedirectors: 5x annual cash retainer
- CEO: 5x annual base salary
- All EVP: 2x annual base salary
- Prohibition on all hedging, pledging, short sales and derivative transactions by directors and executive officers
- Double-triggerin employment agreements for change-in-control
4
Ongoing Commitment to Sustainability
Committed to promoting environmental sustainability in our communities, including reducing our carbon footprint through energy efficiency measures and reducing waste through co- mingled recycling programs
60,000 | ~31% | |
Tons of waste recycled since 2012 | Energy usage offset by renewable | |
options in 2019 |
Recycling
- Recycling at all eligible locations ~25% of Cinemark's waste diverted from landfills by recycling in 2018 and 2019
- Organics Recycling (Composting) in select markets in CA, CO and TX
Renewable Energy
- Offsite Renewable Energy: Contracted for 10 megawatts of wind power capacity annually 2018-2020, 40 megawatts 2021-2027 through purchase of Trent Mesa Wind Farm
- Energy Supply Contracts: Contracts in deregulated markets earning Renewable Energy Credits, ~75 million kilowatt- hours produced annually in 2018-2019
- Energy Storage: 5 locations with battery storage (1 more pending) to reduce power during highest usage part of the day, ~1.5 Megawatts of battery storage capacity
- Thermal Storage: Projects in place in California and Massachusetts
- Electric Vehicle Charging: Rollout of 100+ free EV charging stations (Volta) at locations for customers (in process)
60% | 6M - 7M | |
Expected energy usage offset by | Kilowatt-hours per year generated | |
renewable options | by solar installations at 20 locations |
Energy Efficiency
- Lighting: LED lighting, whole or in part, in most buildings and LED parking lot lighting retrofits (in process)
- LEED Certifications: 3 LEED certified theatres; 1 in process
- Energy Management Systems: Control lighting schedules and operation
- HVAC
- Variable frequency drives installed in all eligible HVAC units to reduce power consumption
- Right sizing of HVAC units to ensure no wasted energy use
- Energy management systems to control HVAC temperatures and schedules to ensure energy efficiency
- Water: Water fixture and irrigation retrofits (in process)
- Awards Recognizing Cinemark:
Sustainability Choice
Award 2016
National Top 100 | 2015 | |
5
- Information for domestic market as of Proxy filing date on April 2, 2021; using 2019 data as theatres were closed a significant portion of 2020 associated with COVID-19
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Cinemark Holdings Inc. published this content on 11 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 November 2021 17:36:02 UTC.