Board Role in Risk Oversight
Risk is inherent and evolving in every business, and how well a business manages risk can ultimately determine its success. Our risk management program
covers the range of material risks to Aon, including strategic, operational, financial, compliance, human capital, and social risks. The Board oversees Aons risk management program and allocates certain oversight responsibilities to its
committees and sub-committees, as appropriate. Each committee regularly reports to the Board on risk matters under its purview. The Board and its committees periodically review our risk management policies,
processes and controls (including enterprise risk management, or ERM).
Management carries out the daily processes, controls, and
practices of our risk management program, many of which are embedded in our operations. In addition, as part of our ERM process, management identifies, assesses, prioritizes, and develops mitigation plans for Aons top risks. The Board believes
that establishing the right tone at the top and maintaining full and open communication between management and the Board are essential for effective risk management and oversight. As such, the Board and the committees regularly analyze and discuss
with management the Companys risk landscape, ERM governance, and progress on key risk management priorities. Throughout the year, the Board and the committees review the Companys management of risk, including but not limited to the areas
of cyber security and data security, data privacy, business continuity, compliance with government regulations, financial performance, liquidity, taxes, mergers and acquisitions, and human capital management.
Cyber security, data security, and data privacy matters are an important focus of our Boards oversight of risk. The Companys management
regularly presents (no less than twice annually) to the Audit Committee of the Board and/or the Compliance Sub-Committee of the Audit Committee regarding cyber security, data security, and data privacy
matters. Our colleagues are required to complete trainings on at least an annual basis with respect to privacy and data protection. For more information on committee and sub-committee responsibilities with
respect to risk oversight, please see the section titled Board of Directors and Committees below. In addition, members of senior management attend Board and committee meetings (including private sessions with independent directors when
invited) and are available to address any questions or concerns raised by the Board related to risk management and any other matters.
Our
Board and management recognize that the full spectrum of ESG risks are evolving in their significance to the business, and accordingly, oversight of ESG risks is a continuing and dynamic commitment. The Board (or through its committees) regularly
reviews the Companys top ESG risks, including human capital management, where the full Board, the Inclusion & Diversity Sub-Committee, the Compensation Committee and the Compliance Sub-Committee oversee the Companys management of people-related risks. For more information on Aons ESG efforts, please see our latest Aon Impact Report, which can be found on the Companys website,
www.aon.com. The information in the Aon Impact Report is not incorporated by reference into, and does not form part of, this proxy statement.
Director Independence
Aons Governance
Guidelines require that a majority of directors meet the categorical independence standards adopted by the Board, which will meet or exceed the independence requirements of the New York Stock Exchange (NYSE). The Governance Guidelines
further provide that each of the Audit Committee, Governance/Nominating Committee and Compensation Committee be composed entirely of independent directors.
The Board has affirmatively determined that each nominee for director other than Mr. Case is independent under the categorical standards adopted by
the Board, applicable legal requirements, and the rules of the NYSE. Mr. Case is considered a management director because of his position as our Chief Executive Officer. In addition, the Board has affirmatively determined that General
Myers, who will retire from the Board effective as of the Annual Meeting, is independent under the categorical standards adopted by the Board, applicable legal requirements, and the rules of the NYSE.
16 2022 Aon Proxy Statement