Ethics and compliance make up the foundation of our governance structure, which is intended to ensure that we do business and act with integrity toward our customers, suppliers, shareholders, communities, regulators and within our organization.
Our corporate governance and board composition
We believe that the effectiveness of our governance framework is largely a function of the highly qualified, experienced and diverse Board of Directors (Board) and leadership teams, which are focused on driving Avnet’s long-term success. Board directors have diverse characteristics, experiences, perspectives and skills, which help the Board create sustainable value for our shareholders and other stakeholders. At the end of FY25, we are proud to have had 10 highly qualified directors on our Board, collectively bringing a broad range of experience in areas such as CEO leadership, international operations, technology and electronic components industry, and legal and regulatory compliance.
Our Board composition reflects broad gender, race, ethnic, sexual orientation and geographic diversity. Avnet believes that valuing diverse backgrounds and perspectives both at the board level and throughout the organization makes our business more resilient. The Corporate Governance Council (CGC) considers diversity when filling Board vacancies and proposing director nominees for shareholder election.
FY25 BOARD OF DIRECTORS DEMOGRAPHICS
| DEMOGRAPHICS | # | PERCENTAGE |
|---|---|---|
| Men | 6 | 60% |
| Women | 4 | 40% |
| Non-ethnic | 5 | 50% |
| Ethnic (Includes Middle Eastern Origin) | 5 | 50% |
| LGBTQ+ | 1 | 10% |
| Independent | 9 | 90% |
| Risk Management and Resiliency Expertise | 9 | 90% |
| Average Tenure | 5.7 years | - |
| Average Age | 63 | - |
All metrics align with Avnet’s Board of Directors composition at end of FY25. Data may not match with Proxy due to report timing differences.
Please review our 2025 Proxy for more information on our Board of Directors.
Sustainability and corporate responsibility governance
Avnet recognizes that our responsible business performance helps to drive shareholder value and is important to many internal and external stakeholders. We coordinate environmental and social efforts across our business to advance our long-term operational and financial success.
BOARD OVERSIGHT
Avnet’s Board of Directors oversees our sustainability initiatives, with a full review at least annually. The Board assigns oversight to Board committees aligned with their respective areas of responsibility to ensure that Avnet’s risk management and resiliency are monitored appropriately.
The Corporate Governance Committee (CGC) of the Board has primary oversight of corporate governance, including corporate responsibility. It monitors the effectiveness of our sustainability program and initiatives, offers advice and counsel to management, and makes recommendations to the Board. As part of its responsibilities, the CGC also oversees Avnet’s readiness for potential changes to climate-related regulations. To prepare for regulatory changes, the CGC reviews the sustainability roadmap, environmental data collection and reporting, and progress against goals to be ready for regulatory compliance and third-party assurance.
Our corporate governance and board oversight
The effectiveness of our governance is largely a function of our experienced Board and leadership teams, which are focused on driving Avnet’s long-term success. Board directors have unique characteristics, experiences, perspectives and skills, which help the Board create sustainable value for our shareholders and other stakeholders. At the end of FY25, we are proud to have had 10 highly qualified directors on our Board, collectively bringing a broad range of experience in areas such as CEO leadership, international operations, technology and electronic components industry, and legal and regulatory compliance.
Our Board composition reflects broad gender, race, ethnic, sexual orientation and geographic representation. Avnet believes that a wide range of backgrounds and perspectives, both at the board level and throughout the organization, make our business more resilient. The Board considers a broad range of experience and background when filling Board vacancies and proposing Director nominees for shareholder election.
Our Ethics and Compliance Program
Avnet’s Ethics and Compliance (E&C) Program is designed to prevent, detect and respond to legal and compliance risk and misconduct, and we continually evaluate ways to refresh, refine and reinforce our approach. Among other things, the E&C Program includes the following core elements:
- Written standards of conduct, policies and procedures
- A compliance officer and compliance committee(s)
- Training and education
- Communication and awareness
- Internal monitoring and auditing
- Confidential reporting options for whistleblowers through the Ethics Alertline
- Prompt investigations and corrective action
The strategic roadmap for our E&C program was updated in FY25 to extend through FY27. It maintains our key focus areas and priorities of training, awareness and the Code of Conduct Advisor (CCA) program, along with sustaining the ethics recognition program into its third year. CCAs are Avnet employees who champion the E&C Program and serve as resources for employees who seek guidance.
AVNET'S FY25 & FY26 ETHICS AND COMPLIANCE GOALS
| Topic | FY25 GOALS | FY25 GOALS STATUS | FY26 GOALS |
|---|---|---|---|
| Increased employee awareness of ethics and compliance |
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| Ethics and compliance training |
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| Key business ethics and compliance policies |
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N/A |
For more information on our Ethics and Compliance program and other resources including our Ethics Alertline, Code of Conduct and Policies, visit our Ethics and Compliance site.
