CORPORATE GOVERNANCE
CORPORATE GOVERNANCE GUIDELINES
The Board of Directors has adopted the
TimkenSteel Corporation Corporate Governance Guidelines. These guidelines outline the responsibilities of the Board of Directors, Director selection criteria and procedures, Board composition criteria and various policies and procedures designed to
ensure effective and responsive governance. The TimkenSteel Corporation Corporate Governance Guidelines are reviewed annually by the Nominating and Corporate Governance Committee and are available on our website at
www.timkensteel.com
and in
print to any shareholder who requests a copy. All requests must be made in writing, addressed to TimkenSteel Corporation, Attn: Secretary, 1835 Dueber Ave. S.W., Canton, Ohio 44706.
CODE OF CONDUCT
Each of our employees and Directors is required to comply
with the TimkenSteel Corporation Code of Conduct, a code of business conduct and ethics adopted by the Company. Ethics and integrity, defined by the principles of honesty, fairness, respect and responsibility, are core values of the Company. The
TimkenSteel Corporation Code of Conduct sets forth policies covering a broad range of subjects, including antitrust and competition, corruption and bribery, conflicts of interest, inside information, accurate financial records, harassment,
environmental health and safety and intellectual property, among other matters, and requires strict adherence to laws and regulations applicable to the Companys business. Any waiver of the Code of Conduct for executive officers or Directors
may be made only by the Board of Directors or the Nominating and Corporate Governance Committee of the Board, and will be disclosed promptly in accordance with applicable law and rules of the New York Stock Exchange. The TimkenSteel Corporation Code
of Conduct is reviewed periodically by the Nominating and Corporate Governance Committee and is available on our website at
www.timkensteel.com
and in print to any shareholder who requests a copy. All requests must be made in writing,
addressed to TimkenSteel Corporation, Attn: Secretary, 1835 Dueber Ave. S.W., Canton, Ohio 44706.
DIRECTOR INDEPENDENCE
The Board of Directors has adopted the independence standards of the New York Stock Exchange listing requirements for determining the independence of Directors. After
consideration of all relevant facts and circumstances, including each individuals commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships with the Company, the Board has determined that the
following Directors meet those independence standards and that each of these individuals is independent and free of any material relationships with the Company other than as established through his or her service as a Director of the Company: Joseph
A. Carrabba, Phillip R. Cox, Diane C. Creel, Terry L. Dunlap, Randall H. Edwards, Donald T. Misheff, John P. Reilly, Ronald A. Rice and Randall A. Wotring.
BOARD LEADERSHIP STRUCTURE
Our Board of Directors is led by Chairman Ward J.
Timken, Jr. In addition, John P. Reilly has been appointed as Lead Director.
The Chairman oversees the planning of the annual Board of Directors calendar and,
in consultation with the other Directors, schedules and sets the agenda for meetings of the Board of Directors and leads the discussions at such meetings. In addition, the Chairman provides guidance and oversight to other members of management,
helps with the formulation and implementation of our strategic plans and acts as the Board of Directors liaison to the rest of management. In this capacity, the Chairman is actively engaged on significant matters affecting TimkenSteel. The
Chairman also leads our Annual Meetings of Shareholders and performs such other functions and responsibilities as requested by the Board of Directors from time to time.
TIMKENSTEEL 2018 PROXY STATEMENT