Skip to content
Corporate Responsibility
Resource Center

How We Govern Corporate Responsibility

Whirlpool Corporation’s governance of corporate responsibility is linked to the oversight of our business.

Our Board of Directors operates pursuant to Corporate Governance Guidelines, which provide that the Board will periodically review the company’s environmental, social and governance (ESG) policies, initiatives and objectives. This approach enables us to address emerging issues and respond to the evolving needs of our stakeholders.

In addition to the Board of Directors, our leadership teams — including Executive Committee members and the ESG Council — share oversight. The ESG Council, composed of senior leaders from key operational and corporate functions, focuses on strategic priorities for relevant corporate responsibility issues. There is additional oversight at the management and functional levels, including the ESG Task Force, comprised of subject matter experts who support the execution and reporting of key corporate responsibility initiatives.

Our Corporate Responsibility Oversight

  • Oversees the integration of corporate responsibility principles throughout Whirlpool Corporation
  • Reviews annual updates on corporate responsibility strategy and key long-term sustainability initiatives
  • Oversees enterprise risk management (ERM)

  • Audit Committee: Monitors ethics and compliance risks
  • Corporate Governance and Nominating Committee: Monitors governance trends and shareholder feedback
  • Human Resources Committee: Reviews human capital management metrics
  • Finance Committee: Reviews transactions related to sustainability strategy

  • Sets strategic corporate responsibility priorities for Whirlpool Corporation
  • Sponsors the ESG Council

  • Composed of senior leaders from key operational and corporate functions
  • Evaluates, provides guidance and supports alignment of corporate responsibility priorities to business strategic imperatives
  • Sponsors the ESG Task Force

  • Responsible for planning, communication, education, prioritization and reporting around key sustainability matters and for monitoring emerging corporate responsibility trends
  • Ensures top-down and bottom-up alignment between business units, enterprise functions and the global corporate responsibility strategy.

Learn more about our Corporate Policies.

Board of Directors

Our Board of Directors is committed to overseeing the integration of corporate responsibility principles throughout Whirlpool Corporation. The Board reviews and receives updates on our corporate responsibility strategy and key long-term initiatives every year and engages regularly to monitor trends that help inform decision-making and oversight.

Learn more in our most recent Proxy statement.

Risk Management

We deliver long-term value to consumers and shareholders through our strong oversight and risk management approach. Our enterprise risk management (ERM) process involves systematic risk identification, assessment, mitigation and monitoring, covering enterprise, strategic, financial, nonfinancial, operational, compliance and reporting risks. The Board of Directors oversees the ERM process and reviews a comprehensive enterprise risk assessment and prioritization process each year.

Board and Board Committee Risk Oversight Responsibilities:

The Board is responsible for monitoring key risks and overseeing the risk management structure and programs implemented by management. At meetings throughout the year, the Board receives updates from business unit and functional leaders regarding significant risks and challenges within their areas of responsibility, along with associated mitigation plans and strategies. At each of its meetings and in executive sessions led by the Presiding Director, the Board reviews the state of the business, alongside risks and associated mitigation actions, with the Chairman and CEO. Between meetings, management provides the Board with regular, interim updates on business performance and significant developments, including risks and associated mitigation actions.

The chief financial officer (CFO) reports annually to the Board on the company’s risk management processes and the most significant enterprise risks facing the company, including the prioritization of risks based on likelihood of occurrence and degree of impact.

The Board may delegate oversight responsibilities for certain risks to its committees, taking into consideration the magnitude of the risk, the frequency and depth of monitoring required, and the scope and expertise of each committee. In some instances, the Board and one of its committees may share responsibility for risk monitoring. For example, the Board monitors product safety through an annual update to the Audit Committee by the Global Product Safety leader, an annual legal and regulatory update by the chief legal officer and quarterly product safety reports.

Enterprise Risk Management and Enterprise Risk Committee:

The Executive Committee is accountable for effective management of enterprise risks. Our ERM process is driven by the Enterprise Risk Committee (ERC), which is sponsored by our chief financial officer (CFO) and composed of senior leadership within legal, accounting, treasury and internal audit functions.

As part of its oversight responsibilities, the ERC undertakes a risk assessment in conjunction with the company’s annual budgeting cycle, which includes an annual enterprise risk survey and input from the company’s Executive Committee. The risk assessment then bifurcates risks into expected and extraordinary risks. Expected risks are governed by the ERC and existing management processes, such as monthly operational reviews.

The ERC categorizes extraordinary risks as high, medium or low priority, based on likelihood of occurrence and degree of impact. The ERC then assigns an executive-level owner for each risk, with responsibility for monitoring and appropriately managing the assigned risk.

The ERC meets at least four times a year to review significant risks facing the company and confirm those risks are managed appropriately. Risk assessment and mitigation plans are reviewed and aligned with the company’s Executive Committee, and performance is monitored throughout the year, both by the ERC and by the internal audit team. The Board and its committees review and receive updates on the risk management system, changes to the company's risk profile, and risk mitigation actions throughout the year. The Board also reviews the ERM system holistically each year. The risk management process is subject to review by the ERC, with support from the internal audit team and our external auditor every two years.

Climate Risk Management:

Climate change poses a risk to all businesses and communities. Whirlpool Corporation faces risks throughout our operational footprint due to impacts of a changing climate. These risks are discussed further in our TCFD Index.

Ethics, Integrity and Compliance

Our ethics and compliance initiatives are built on the highest standards of integrity and accountability. Through our "Speak Up, Listen Up" culture, we aim to create and maintain a workplace environment where every individual feels welcomed, heard, respected and valued. This approach also instills a shared ownership of the company's success. We empower our employees and support their professional growth through active engagement with our corporate ethos. To foster this sense of empowerment, we closely align our policies with our core values and encourage open communication through various integrity channels.

Oversight of Ethics and Compliance

Global Ethics and Compliance Steering Committee

  • Composed of senior leaders
  • Reviews trends externally and across the company
  • Reviews ethics and compliance results, policies, programming and training to drive alignment with Our Integrity Manual

Global Ethics and Compliance Team

  • Assesses ethics and compliance matters raised through our integrity channels
  • Assesses and remediates reporting trends and investigation results
  • Reports trends and recommendations to the Steering Committee

Our Integrity Manual

Our Integrity Manual is a comprehensive code of ethics and a cornerstone of our values-driven culture. It provides a foundational understanding and practical application of our core values, with all employees — including leadership — receiving annual training and recertification.

Access Our Integrity Manual here.

Our Culture of Ethics and Compliance

Our strong controls and policies are supported by employees who identify and report ethics or compliance issues. Our "Speak Up, Listen Up" culture encourages open dialogue and shared accountability. We have developed this culture by:

  • Providing comprehensive employee training
  • Offering various channels to raise concerns
  • Maintaining a dedicated Global Ethics and Compliance team

When concerns are raised, our team follows a rigorous, global process to investigate, evaluate and resolve each issue. This systematic approach ensures that every employee’s input is thoroughly and seriously considered, reinforcing our commitment to ethical operations.

Learn more about our Corporate Policies here.

Whirlpool Corporation Integrity Line

Our Integrity Line is a confidential resource that allows individuals to raise ethics-, compliance- and values-related questions or concerns anonymously and without fear of retribution or retaliation. This resource can be accessed via the web or phone and is administered by an independent third party with translation capabilities.

Global Integrity Quarter

During Global Integrity Quarter, we provide opportunities for employees to participate in educational events and conversations related to our culture of ethics and compliance. Recent topics include:

  • Ethical Decision Making: How to make ethical decisions based on values and principles, including practical steps to evaluate when faced with an ethical dilemma
  • Business Integrity: How to compete fairly, identify and avoid bribery and corruption risks, and guard against the risk of money laundering by conducting due diligence and reporting suspicious activities
  • Privacy: Exploring the responsible use of new technologies and governance controls in place at Whirlpool

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. Certain statements contained in this and other written and oral statements made from time to time by us or on our behalf do not relate strictly to historical or current facts and may contain forward-looking statements that reflect our current views with respect to future events and financial performance. As such, they are considered “forwardlooking statements” that provide current expectations or forecasts of future events. Such statements can be identified by the use of terminology such as “may,” “could,” “will,” “should,” “possible,” “plan,” “predict,” “forecast,” “potential,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “commit,” “believe,” “may impact,” “on track,” “guarantee,” “seek,” “would,” “committed,” “undertake,” “target” and the negative of these words and words and terms of similar substance. Our forwardlooking statements generally relate to our strategic and transactional objectives, operational planning and implementation, financial projections, goals, and assumptions, external and macroeconomic conditions, and legal, regulatory and sustainability matters. These forward-looking statements should be considered with the understanding that such statements involve a variety of risks and uncertainties, known and unknown, and may be affected by inaccurate assumptions. Consequently, no forward-looking statement can be guaranteed, and actual results may vary materially.

This document contains forward-looking statements about Whirlpool Corporation and its consolidated subsidiaries (“Whirlpool”) that speak only as of this date. Whirlpool disclaims any obligation to update these statements. Forward-looking statements in this document may include, but are not limited to, statements regarding future financial results, environmental, social, and governance efforts, longterm sustainability and Net Zero goals, including emissions reduction targets, risk management and resilience, product innovation, durability and resource efficiency, product safety and quality, second life and end-of-life initiatives, responsible sourcing and supply chain management, sustainable operations and investments in renewable energy, and efforts related to workplace health and safety, employee engagement, and community impact. Many risks, contingencies and uncertainties could cause actual results to differ materially from Whirlpool’s forward-looking statements. Among these factors are: (1) intense competition in the home appliance industry, and the impact of the changing retail environment, including direct-toconsumer sales; (2) Whirlpool’s ability to maintain or increase sales to significant trade customers and builders; (3) Whirlpool’s ability to maintain its reputation and brand image; (4) Whirlpool’s ability to achieve its business objectives and successfully manage its strategic portfolio transformation and outsourced business unit service model; (5) Whirlpool’s ability to understand consumer preferences and successfully develop new products; (6) Whirlpool’s ability to obtain and protect intellectual property rights; (7) acquisition, divestiture, and investment-related risks, including risks associated with our past transactions; (8) the ability of suppliers of critical parts, components and manufacturing equipment to deliver sufficient quantities to Whirlpool in a timely and cost-effective manner; (9) risks related to Whirlpool’s international operations; (10) Whirlpool’s ability to respond to unanticipated social, political and/or economic events, including epidemics/ pandemics; (11) information technology system and cloud failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; (12) product liability and product recall costs; (13) Whirlpool’s ability to attract, develop and retain executives and other qualified employees; (14) the impact of labor relations; (15) fluctuations in the cost of key materials (including steel, resins, and base metals) and components and the ability of Whirlpool to offset cost increases; (16) Whirlpool’s ability to manage foreign currency fluctuations; (17) impacts from goodwill, intangible asset and/or inventory impairment charges; (18) health care cost trends, regulatory changes and variations between results and estimates that could increase future funding obligations for pension and postretirement benefit plans; (19) impacts from credit rating agency downgrades; (20) litigation, tax, and legal compliance risk and costs; (21) the effects and costs of governmental investigations or related actions by third parties; (22) changes in the legal and regulatory environment including environmental, health and safety regulations, data privacy, taxes and generative AI; (23) the impacts of changes in foreign trade policies, including tariffs; (24) Whirlpool’s ability to respond to the impact of climate change and climate change or other environmental regulation; and (25) the uncertain global economy and changes in economic conditions.

Other Important Notes & Disclaimers

Various of the disclosures in this report are informed by the expectations of various stakeholders and/or third-party frameworks. Such information may not necessarily be material for purposes of our filings under U.S. federal securities laws, even if we use “material” or similar language in discussing such matters. Particularly in the ESG context, there are various approaches to materiality that differ from, and in many cases are more expansive than, the definition under U.S. federal securities laws. Furthermore, much of this information is subject to methodologies and data that continue to evolve. Over time, our approach to such matters has also evolved and is expected to continue evolving, and we cannot guarantee that our approach will align with the expectations or preferences of any particular stakeholder. For example, the processes for measuring and accounting for ESG metrics can involve substantial discretion, include assumptions or other methodological considerations that involve inherent uncertainty and may change due to evolving understanding or perception of certain matters by us or society at large. This can make it difficult to anticipate the ultimate outcomes of certain decisions in advance, as well as complicate the comparison of information presented at different times or under different circumstances or standards. Moreover, while we aim to align various disclosures set forth or referred to in this report with the recommendations of various third-party frameworks, such as the Sustainability Accounting Standards Board and the Task Force on Climate-related Financial Disclosures, we cannot guarantee strict adherence to these frameworks’ recommendations. Our disclosures, as well as relevant internal controls, also may change due to revisions in framework requirements, availability or quality of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control.