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Governance

Living by our code & doing the right thing

Atrium

Our approach

At the heart of Quad’s governance approach is our Value of Do the Right Thing. We monitor and hold ourselves accountable for our behaviors. We establish and maintain policies and procedures that promote honesty and integrity. We act to protect our employees, clients and their consumers. We identify and prepare for emerging risks. We invest in issues of importance to our stakeholders.

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Our approach to effective governance is designed to meet the changes and challenges of the moment.

Dana Gruen
Senior Vice President, Chief Risk & Compliance Officer and Deputy General Counsel

Living by our code & doing the right thing

Throughout Quad’s history, our value of Do the Right Thing has meant be honest, be responsible, be accountable, play fair, show integrity and keep your promises.

Governance SDG commitments

Quad’s governance efforts contribute to the following United Nations Sustainable Development Goals (SDGs) and targets. We use these goals and specific targets as guideposts for creating a better way for our company and stakeholders.

Creating value through doing the right thing

We reduce risks to our business and our clients through formal risk management programs, including robust policies and procedures for data security and privacy as well as physical security of our locations.

Ethics & compliance

Quad’s approach to ethics and compliance is grounded in our value of Do the Right Thing. This value extends to all ethics and compliance-based programs.

Code of conduct

We train our employees on our Code of Conduct at least once a year. This training includes:

  • Engaging in fair business practices, including complying with the law, anti-corruption, insider trading and unfair competition. 
  • Avoiding impropriety or even the appearance of impropriety, including avoiding conflicts of interest, appropriate decision-making around gifts or entertainment, and use of company assets. 
  • Engaging in transparent business dealings, including keeping accurate records and retaining those records; and preventing fraud, waste and abuse in products or services we provide to regulated entities. 
  • Providing a safe and inclusive workplace, including adhering to our policies for physical security, compulsory labor, human trafficking and child labor, treating others with respect, and anti-discrimination, harassment and retaliation.

Our Compliance department offers an open-door policy to employees and also provides an Ethics and Compliance Hotline in multiple languages to report actual or suspected violations through a QR code link, phone or special web address.

Anti-bribery & anti-corruption program

Paying or accepting a bribe or a kickback or obtaining business through extortion or other corrupt means is strictly prohibited and a clear violation of Quad’s values and Code of Conduct.

  • We do not tolerate any employee obtaining or attempting to obtain a personal advantage or a business advantage through such improper means, even in countries where such activities are common practice. 
  • Quad provides targeted training in anti-bribery and anti-corruption, the U.S. Foreign Corrupt Practices Act and fraud to those employees most likely to encounter these risks.

Political Activity & Contributions

In compliance with our interest in transparency, Quad discloses all political donations from our executives related to the interests of the company and does not use corporate funds for political purposes.

Reducing risk

In compliance with our interest in transparency, Quad discloses all political donations from our executives related to the interests of the company and does not use corporate funds for political purposes.

Enterprise risk management

We prepare and plan for risks that have the potential to disrupt our business and threaten our reputation with a formal Enterprise Risk Management Program. The program is guided by a team that takes a strategic role in risk identification and response planning, and is managed by an executive risk steering committee with overall program responsibility. 

Our disciplined approach to anticipating, identifying, prioritizing and managing the material risks to our business and our strategic objectives includes:

  • Surveying relevant management-level employees to assess risks. 
  • Identifying risk owners within Quad and working with them to develop mitigation plans, ensuring they have appropriate needed resources and holding them accountable for managing risk.

Company management reports to the Board at least annually, updating them on identified risks, risk mitigation plans and progress.

Data & site security

Our data security program is audited regularly by independent third parties — a best practice that provides input for evolving strategies as well as valuable oversight. Controls include:

  • Network security, including centrally managed perimeter security, use of multi-factor authentication, regular vulnerability scanning and strong employee access management procedures including removal upon termination. 
  • Password hygiene through password complexity rules and employee education. 
  • Data classification and protection for important assets, such as client content and mailing lists. 
  • Data encryption to protect sensitive data at rest or in transit on public networks. 
  • Data leak prevention by restricting access to external data sharing methods and conducting employee education about good security practices. 
  • Data and physical media disposal when no longer required.

Crisis Management

Quad’s formal Crisis Management Team (CMT) can be activated at any time for events requiring immediate and specialized attention.

  • Our response to COVID-19 has been led by the CMT, including leaders from Risk Management, Human Resources, Legal, Manufacturing and Communications, as well as medical professionals from QuadMed. 
  • The CMT is empowered to make decisions to protect employees and the business. 
  • The CMT has developed and uses a strategic crisis playbook that outlines processes for addressing emergencies.

Responsible sourcing

Whether verifying a new global source for materials, or working to make our supplier pool more diverse, we are creating a resilient, responsible and regenerative value chain.

Quad’s sourcing and procurement teams are aligned with our value of Do the Right Thing. Whether we are verifying a new global source for materials, or working to make our supplier pool more diverse, Quad is purposeful in our supply partnerships, seeking to create a value chain that is resilient, responsible and regenerative. We strive to:

  • Monitor our supply chain to better understand the origin of raw materials in our production processes. 
  • Source from socially responsible companies that conduct business in an ethical, sustainable and socially conscious way. 
  • Educate our employees, clients and others on responsible procurement practices. 
  • Maintain a system to ensure that the forest-based products we use in our print manufacturing and packaging operations conform to the internationally recognized chain-of-custody standards. 
  • Expect suppliers, vendors, contractors, consultants, agents and other providers of goods and services to follow our Supplier Code of Conduct. This Code, which intentionally complements our Code of Conduct, outlines our requirements in the areas of business integrity, ethical labor practices, associate health and safety, and environmental management.

Board oversight

Quad’s Board is committed to effective governance practices and a sound governance structure that enables the success of our business strategy.

Accountability & transparency

Quad’s Board is committed to effective governance practices and a sound governance structure that enable the success of our business strategy.

  • Five of our nine directors are independent.
  • We maintain a fully independent Audit Committee.
  • Our Board meets for regularly scheduled executive sessions — both without members of management present and also without non-independent directors present.
  • Our Board and executive officers are prohibited from hedging our stock and are required to obtain prior approval of any pledge of our stock.
  • Our Board and executive officers are subject to stock ownership guidelines.
  • We conduct annual Board and committee evaluations.
  • We require approval of certain related party transactions and annual Board review of any such transactions.
  • Our Board and executive officers are committed to advancing Quad’s ESG strategies and initiatives.

Risk oversight

While our full Board maintains ultimate oversight responsibility for the risk management process, committees of the Board oversee risk in certain specified areas.

  • Our Chief Compliance Officer reports to the Chairperson of the Audit Committee and has the authority to report compliance matters directly to the Board and its Audit Committee. The Audit Committee meets quarterly to review matters of significance to our Compliance program. Our Director of Internal Audit reports directly to the Chairperson of the Audit Committee to promote the independence of our audit function. 
  • The Board relies on its Compensation Committee to address significant risk exposures facing the company with respect to compensation and with appropriate reporting of these risks made to the full Board.

Corporate governance principles

For additional details on corporate governance principles developed and adopted by Quad’s Board, please refer to the Corporate Governance section of Quad’s Investor Relations website.

These principles or guidelines include expectations to assist the Board and its committees in fulfilling their responsibilities to company shareholders, and authority and practices in place to review and evaluate company business operations as needed.

Creating value through doing the right thing

We reduce risks to our business and our clients through formal risk management programs, including robust policies and procedures for data security and privacy as well as physical security of our locations.

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Protecting the health, well-being of employees & clients

Quad is prepared to handle the unexpected and that was put to the test during the global pandemic. Our response to COVID-19 has been recognized for its thoroughness and effectiveness with a Safe-at-Work program that provides for the health and safety of employees while continuing to meet the needs of clients.

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