FAQs about Northwestern Mutual's Board of Trustees

The Board of Trustees, which is elected by the policyowners of Northwestern Mutual, has basic responsibility and authority on all company matters. The board elects the chief executive officer and the other executive officers of the company, who manage the company.

The primary function of the board is oversight; it defines and oversees compliance with standards of accountability and monitors the effectiveness of management's policies and actions in such a way as to enable management to execute its responsibilities in the interests of the company's policyowners.

Much of the work of the board is accomplished by board level committees. The six standing committees of the board are:

• agency and marketing
• audit
• executive
• finance
• human resources, nominating and corporate governance
• operations and technology

The board is currently comprised of 20 trustees. Under the by-laws, those policyowners eligible to be nominated and elected to the Board of Trustees are citizens of the United States, are at least 25 years old, not more than the mandatory retirement age (70), and have no relationship which would impair independence of judgment regarding the company's affairs. Except for the chairman of the board, if any, the president, and two other executive officers, no trustee may be an executive officer, officer, other employee or agent of the company.

The audit committee and the human resources, nominating and corporate governance committee are comprised entirely of outside trustees.

Under the by-laws, trustees are elected by their fellow policyowners at the Annual Meeting of Policyowners. Before each annual meeting, the board proposes for nomination a slate of candidates to fill every vacancy on the board to be filled by election at the annual meeting (including election of incumbent trustees whose terms are expiring at the meeting). Policyowners may vote in person or by proxy at the annual meeting. The board may fill a vacancy in its ranks by appointing a policyholder to serve as a trustee, but that person must stand for election by fellow policyowners at the following year's annual meeting.

The human resources, nominating and corporate governance committee is responsible for:

• reviewing and reporting to the board on the process, guidelines and qualifications considered desirable in connection with selection of new candidates for the board; and,
  
  
• identifying and recommending to the board candidates for election at the annual meeting and for appointment to fill an interim vacancy on the board.

The committee reviews and assesses the mix of expertise and experience of the board in the context of its current membership and seeks to ensure that the right combination of talents, skills and characteristics needed to maintain an effective board is possessed by the members of the board. Diversity of thought, as well as of gender, ethnic background and geographic origin, are some of the characteristics that are considered in assessing the make-up of the Board.

There are six regularly scheduled board meetings each year. Additionally, each year one of the regular board meetings becomes a multi-day session that provides for a more in-depth review of strategic issues facing the company.

As the board conducts much of its work through its committees, regular committee meetings are held in conjunction with the regular meetings of the board.

The board established a retirement policy which requires trustees to retire at the Annual Meeting of Members following attainment of age 70. However, a trustee who is a member of company management (other than the CEO) must retire from the board at the same time he or she ceases to serve as an executive officer of the company.

Since 2002, term limits apply to new trustees; tenure is limited to three consecutive four-year terms plus any stub term that might occur when a trustee is first elected to fill a board seat that becomes vacant in the middle of a term, for example due to mandatory retirement.