Integrity

Integrity is foremost to how we operate. Our stakeholders put their trust in us to produce accurate, unbiased ratings and reliable information on credit and risk. Since our founding more than 100 years ago, every director and employee of Moody’s has been required to demonstrate the highest standards of personal integrity in their interactions with colleagues, suppliers and customers. Our expectations are described in our Code of Business Conduct and Code of Professional Conduct.

Ethics

Moody’s can succeed in our mission to be the world’s most respected authority serving risk-sensitive financial markets only if every employee and director behaves ethically. Our values, principles, standards and norms of behavior are clearly detailed in our Code of Business Conduct.

This comprehensive document governs the behavior of every employee and includes corporate policies on employee relations, ethical business practices, compliance with laws and regulations, acceptance of gifts, antitrust and competition, anti-bribery and other topics. Every Moody’s employee, regardless of position, must certify his or her understanding of and adherence to the code on an ongoing basis. Employees of MIS have additional standards of professional conduct that they must review and certify to each year.

Violations of the codes are taken seriously and processes are in place to address alleged violations confidentially and systematically. Employees who suspect that a violation may have occurred are urged to report it to Compliance or through the Moody’s Integrity Hotline. The Integrity Hotline is available to all Moody’s employees worldwide 24 hours a day, seven days a week, including weekends and holidays and offers services in more than 75 languages. Employees have the option to make a report anonymously. The codes of conduct also clearly state that no one will be subject to retaliation for making a good faith report to the Moody’s Integrity Hotline.

Corporate Governance

Moody's Board of Directors

Moody’s adheres to the highest standards of corporate governance. The board is comprised of highly qualified members with a diverse set of skills and experience. All of the members of the board, with the exception of the President and CEO Raymond W. McDaniel, Jr., are independent. Henry A. McKinnell, PhD, serves as Chairman of the Board of Directors.

Moody’s has completed declassifying its board. Beginning with the 2016 annual stockholder meeting, all directors will now stand for election annually for one-year terms. Moody’s by-laws provide that the nominees for director are required to receive a majority of votes cast at the annual meeting.

Board Committees

Moody's has three standing board committees:

Audit

Responsible for overseeing the company’s financial reporting, audit process and compliance with legal and regulatory requirements. Only independent directors may serve on this committee.

Governance & Compensation

Responsible for shaping the company’s corporate governance including CEO succession planning, identifying and recommending nominees for the board and overseeing executive compensation. Only independent directors may serve on this committee.

Executive

The Executive Committee’s primary purpose is to exercise the authority and powers of the board of directors between meetings of the board.

The Moody’s Corporation Board of Directors as of Dec. 31, 2015*

Top row, from left:

Darrell Duffie, PhD

Darrell Duffie, Ph.D., age 61, is a member of the Audit and Governance and Compensation Committees of the Board of Directors. He is the Dean Witter Distinguished Professor of Finance at Stanford University Graduate School of Business and has been on the finance faculty at Stanford since receiving his Ph.D. from Stanford in 1984. He has authored books and research articles on topics in finance and related fields.

Dr. Duffie is a member of the Board of The Pacific Institute of Mathematical Sciences and is a Fellow and member of the Council of the Econometric Society and a Fellow of the American Academy of Arts & Sciences. He is Chairman of the Market Participants Group on Reference Rate Reform. Dr. Duffie served as a trustee of iShares Trust and a director of iShares, Inc. from 2008 to 2011 and was President of the American Finance Association in 2009.

Henry A. McKinnell Jr., PhD

Henry A. McKinnell, Jr., age 73, is Chairman of the Board of Directors and Chairman of the Executive Committee and serves as a member of the Audit and Governance and Compensation Committees. Dr. McKinnell served as the Chief Executive Officer of Optimer Pharmaceuticals, Inc. from February 2013 until October 31, 2013. He served as Chairman of the Board of Pfizer Inc., a pharmaceutical company, from May 2001 until his retirement in December 2006 and Chief Executive Officer from January 2001 to July 2006. He served as President of Pfizer Inc. from May 1999 to May 2001, and as President of Pfizer Pharmaceuticals Group from January 1997 to April 2001. Dr. McKinnell served as Chief Operating Officer of Pfizer Inc. from May 1999 to December 2000 and as Executive Vice President from 1992 to 1999.

Dr. McKinnell is also the Chairman of the Board of Accordia Global Health Foundation (member of the board from September 2003-present). He is Chairman Emeritus of the Connecticut Science Center and is a member of the Academic Alliance for AIDS Care and Prevention in Africa. Dr. McKinnell joined the Board of Emmaus Life Sciences, Inc. in May 2010 and served as Chairman from May 2011 until September 2015. He served as Chairman of Optimer Pharmaceuticals, Inc. until 2013 and director of Angiotech Pharmaceuticals, Inc. until 2011, Pfizer Inc. and ExxonMobil Corporation until 2007 and John Wiley & Sons until 2005.

John K. Wulff

John K. Wulff, age 66, is Chairman of the Governance and Compensation
Committee and serves as a member of the Audit and Executive Committees of the Board of Directors. Mr. Wulff is the former Chairman of the Board of Hercules Incorporated, a manufacturer and supplier of specialty chemical products, a position held from December 2003 until Ashland Inc.’s acquisition of Hercules in November 2008. Mr. Wulff was first elected as a director of Hercules in July 2003, and served as interim Chairman from October 2003 to December 2003. Mr. Wulff served as a member of the Financial Accounting Standards Board from July 2001 until June 2003. From January 1996 until March 2001, Mr. Wulff was Chief Financial Officer of Union Carbide Corporation. During his 14 years with Union Carbide, Mr. Wulff also served as Vice President and Principal Accounting Officer from January 1989 to December 1995, and Controller from July 1987 to January 1989. From April 1977 until June 1987, Mr. Wulff was a partner with KPMG and predecessor accounting and consulting firms.

Mr. Wulff currently is a director of Celanese Corporation (2006-present) and Chemtura Corporation (2009-present). He served as a director of Sunoco, Inc. from 2004 until 2012.

Ewald Kist

Ewald Kist, age 72, is a member of the Audit and Governance and Compensation Committees of the Board of Directors. Mr. Kist was Chairman of ING Groep N.V. (“ING Group”), a financial services company, from 2000 until his retirement in June 2004. Before serving as Chairman of ING Group, Mr. Kist was Vice Chairman from 1999 to 2000 and served as a member of the Executive Board from 1993 to 1999. Prior to the merger of Nationale Nederlanden and NMB Postbank Group to form ING Group in 1992, Mr. Kist served in a variety of capacities at Nationale Nederlanden beginning in 1969, including Chairman from 1991 to 1992, General Management—the Netherlands from 1989 to 1991 and President Nationale Nederlanden U.S. Corporation from 1986 to 1989.

Mr. Kist currently is a director of Royal DSM N.V. (2004-present), and Royal Philips Electronics (2004-present). He served as a director of Dutch National Bank from 2004 until 2012.

Jorge A. Bermudez

Jorge A. Bermudez, age 64, is a member of the Audit and Governance and Compensation Committees of the Board of Directors. He served as Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008. Before serving as Chief Risk Officer, Mr. Bermudez was Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007. He served as Senior Advisor, Citigroup International from 2004 to 2006, as Chief Executive Officer of Citigroup Latin America from 2002 to 2004, Chief Executive Officer, eBusiness, Global Cash Management and Trade from 1998 to 2002 and Head of Citibank Corporate and Investment Bank, South America from 1996 to 1998. Mr. Bermudez joined Citigroup in 1975 and held leadership positions in other divisions, including equity investments,credit policy and corporate banking from 1984 to 1996.

Mr. Bermudez currently is a director of the Electric Reliability Council of Texas (2010-present), the Federal Reserve Bank of Dallas (2012-present) and a member of the Texas A&M Foundation Board of Trustees (2014-present). He served as a director of Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Association of Former Students, Texas A&M University from 2006 to 2012, the American Institute of Architects for the entirety of 2015 and as Chairman of the Community Foundation of Brazos Valley from July 2013 to July 2014.

Bottom row, from left:

Raymond W. McDaniel, Jr.

Raymond W. McDaniel, Jr., age 58, has served as the President and Chief Executive Officer of the Company since April 2012, and served as the Chairman and Chief Executive Officer from April 2005 until April 2012. He currently serves on the Executive Committee of the Board of Directors.

Mr. McDaniel served as the Company’s President from October 2004 until April 2005 and the Company’s Chief Operating Officer from January 2004 until April 2005. He has served as Chief Executive Officer of Moody’s Investors Service, Inc., a subsidiary of the Company, since October 2007. He held the additional titles of President from November 2001 to August 2007 and December 2008 to November 2010 and Chairman from October 2007 until June 2015. Mr. McDaniel served as the Company’s Executive Vice President from April 2003 to January 2004, and as Senior Vice President, Global Ratings and Research from November 2000 until April 2003. He served as Senior Managing Director, Global Ratings and Research, of Moody’s Investors Service from November 2000 until November 2001 and as Managing Director, International from 1996 to November 2000.

Mr. McDaniel currently is a director of John Wiley & Sons, Inc. (2005-present) and a member of the Board of Trustees of Muhlenberg College (2015-present).

Leslie F. Seidman

Leslie F. Seidman, age 53, is a member of the Audit and Governance and Compensation Committees of the Board of Directors. She is Executive Director of the Center for Excellence in Financial Reporting at Pace University’s Lubin School of Business and a Public Governor for the Financial Industry Regulatory Authority (FINRA). She served as the Chairman of the Financial Accounting Standards Board (FASB) from December 2010 to June 30, 2013. Ms. Seidman was first appointed to the FASB as a member in July 2003 and was reappointed to a second term in July 2006. She served as Acting Chairman from October 1, 2010 to December 2010. From 2000 to 2003, Ms. Seidman was the Founder and Managing Member of Leslie F. Seidman Consulting, LLC, a financial reporting consulting firm that served global financial institutions, law firms and accounting firms. From 1994 to 1999, Ms. Seidman served on the FASB staff in various capacities including as Assistant Director of Research and Technical Activities. From 1987 to 1996, Ms. Seidman served as Vice President, Accounting Policy and in other roles at J.P. Morgan & Company, Inc. (now JPMorgan Chase & Co.) and from 1984 to 1987, Ms. Seidman served as an auditor for Arthur Young & Co. (now Ernst & Young, LLP). Ms. Seidman is a member the Financial Executives International and the Institute of Management Accountants.

Kathryn M. Hill

Kathryn M. Hill, age 58, is a member of the Audit and Governance and Compensation Committees of the Board of Directors. Ms. Hill has over 30 years of experience in business management and leading engineering and operations organizations. Ms. Hill served in a number of positions at Cisco Systems, Inc. from 1997 to 2013, including, among others, Executive Advisor from 2011 to 2013, Senior Vice President, Development Strategy and Operations from 2009 to 2011, Senior Vice President, Access Networking and Services Group from 2008 to 2009 and Senior Vice President, Ethernet Systems and Wireless Technology Group from 2005 to 2008. Cisco designs, manufactures and sells Internet Protocol (IP)-based networking and other products related to the communications and information technology industry and provides services associated with these products. Prior to Cisco, Ms. Hill had a number of engineering roles at various technology companies.

Ms. Hill is a member of the Board of Trustees for the Anita Borg Institute for Women and Technology. Ms. Hill currently serves as a director of NetApp, Inc. (2013-present) and Celanese Corporation (July 2015-present).

Basil L. Anderson

Basil L. Anderson, age 69, is Chairman of the Audit Committee and is a member of the Executive and Governance and Compensation Committees of the Board of Directors. Mr. Anderson served as Vice Chairman of Staples, Inc., an office products company, from September 2001 until his retirement in March 2006. Prior to joining Staples, Mr. Anderson served as Executive Vice President and Chief Financial Officer of Campbell Soup Company from April 1996 to February 2001. Prior to joining Campbell Soup, Mr. Anderson was with Scott Paper Company where he served in a variety of capacities beginning in 1975, including Vice President and Chief Financial Officer from December 1993 to December 1995. Mr. Anderson currently is a director of Staples, Inc. (1997-present), Becton Dickinson (2004-present) and Hasbro, Inc. (2002-present). He served as director of CRA International Inc. from 2004 until January 2010.

*On March 1, 2016, Bruce Van Saun joined the Moody’s Board of Directors and John K. Wulff retired from the board on April 12, 2016. In addition, in April, the Board voted to split the Governance and Compensation Committee so that going forward there will be four standing committees: The Audit Committee, the Corporate Governance / Nominating Committee, the Compensation and HR Committee and the Executive Committee.

Bruce Van Saun

Bruce Van Saun, age 58, is a member of the Audit and Governance and Compensation Committees of the Board of Directors. He has served as Chairman of the Board and Chief Executive Officer of Citizens Financial Group, Inc., a retail and commercial bank, since October 2013. From October 2009 through September 2013, Mr. Van Saun served as the RBS Group Finance Director and a member of the board of directors of The Royal Bank of Scotland Group plc (“RBS”), a global banking and financial services group and the former parent company of Citizens Financial Group, Inc. From 1997 to 2008, Mr. Van Saun held a number of senior positions with Bank of New York and later Bank of New York Mellon, including Vice Chairman and Chief Financial Officer. Earlier in his career, he held senior positions with Deutsche Bank, Wasserstein Perella Group and Kidder Peabody & Co. In addition, Mr. Van Saun has served as a director on the franchise board of Lloyd’s of London since September 2012 with a term expiring on May 31, 2016. He has previously served on the boards of The Royal Bank of Scotland plc and National Westminster Bank, plc, each an RBS affiliate, from October 2009 to September 2013, Direct Line Insurance Group plc from April 2012 to October 2013 and WorldPay (Ship Midco Limited) from July 2011 to October 2013.