Director Attendance Policy
Directors are expected to attend Board of Directors meetings and meetings of Committees on which they serve, as well as our annual
meeting of stockholders. All of our current directors attended our annual meeting of stockholders in fiscal 2018.
Indemnification
Agreements
Our directors are asked to enter into individual Indemnification Agreements with SunCoke Energy when joining the
Board of Directors. The Indemnification Agreement is the same for each director and provides contractual indemnification in addition to the indemnification provided in our Amended and Restated Certificate of Incorporation and Amended and Restated
By-laws.
The Indemnification Agreement provides each director with indemnification to the fullest extent permitted by law. Subject to certain limitations and exceptions, the Indemnification Agreement provides, among
other things, that we will indemnify each director against expenses, liabilities, losses, judgments, fines and amounts paid in settlement incurred in connection with any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that the director is or was our director or by reason of the fact that the director is or was serving at our request as a director, officer, manager, trustee, fiduciary, employee or
agent of another entity, with certain stated exceptions. In addition, under the Indemnification Agreement, we are obligated to advance payment to each director for all expenses reasonably incurred by such director with respect to the events or
occurrences specified above, provided that the director must repay the advanced expenses to the extent that it is ultimately determined that the director is not entitled to indemnification under the terms of the Indemnification Agreement.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all of our officers, directors and employees, including our
Chairman, President and Chief Executive Officer, Senior Vice President and Chief Financial Officer, Vice President and Controller and other senior financial officers. The Code of Business Conduct and Ethics is posted on our corporate website at
www.suncoke.com
.
Board of Directors and Committee Evaluations
Our Board recognizes that a robust and constructive Board and committee evaluation process is an essential component of board
effectiveness. As such, our Board and each of our committees conduct an annual evaluation, which includes a qualitative assessment by each director of the performance of the Board and the committee or committees on which the director sits. The
Governance Committee oversees the evaluation process.
Communications with the Board
Stockholders and other interested persons may communicate any concerns they may have regarding SunCoke Energy to the attention of the
Board of Directors or to any specific member of the Board of Directors, including the Chairman, by writing to the following address:
SunCoke Energy, Inc.
c/o Corporate Secretary
1011 Warrenville Road, Suite 600
Lisle, Illinois 60532
Communications directed to the independent directors as a group should be sent to the attention of the Chairman, c/o the Corporate
Secretary, at the address indicated above. Any stockholder or other interested person who has a particular concern regarding accounting, internal accounting controls or other audit matters that he or she wishes to bring to the attention of the Audit
Committee of the Board of Directors may communicate those concerns to the Audit Committee or its Chair, c/o the Corporate Secretary, using the address indicated above.
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