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Throughout 2020, we worked differently due to COVID-19, but sustainability remained in focus. It was a year where we expanded on Science for Community as we collaborated in new ways with other companies and with each other to help fight COVID-19, all while shifting how we work, whether remotely or on-site. Even in the midst of a global pandemic, we continued to build sustainability into our products and our processes.
Over the past 46 years, 3P projects have prevented 2.68M short tons of pollutants.
Feature stories Who we are How we work What we create About report 82 3M 2021 Sustainability Report \| #improvinglives


Corporate governance.
Our commitment 3M believes that good corporate governance practices serve the long-term interests of shareholders, strengthen the Board and management, and further enhance the public trust 3M has earned from more than a century of operating with uncompromising integrity and doing business the right way.
Our corporate governance principles govern how we do business daily, enabling us to outperform and lead the way to sustainable growth. They provide a framework that defines the roles, rights, and responsibilities of different groups within the organization, the Board’s role in risk oversight, public policy engagement, and 3M’s commitment to sustainability.
3M’s Board of Directors oversees the CEO and senior management and assures that appropriate procedures and controls are in place covering management’s activities in operating the company on ethical grounds on a day-to-day basis.
More than a century of operating with uncompromising integrity has earned 3M trust from our customers.
Feature stories Who we are How we work What we create About report 83 3M 2021 Sustainability Report \| #improvinglives


3M’s Board of Directors has adopted Corporate Governance Guidelines which provide a framework for the effective governance of the company. The guidelines address matters such as the respective roles and responsibilities of the Board and management, the Board’s leadership structure, the responsibilities of the lead independent director, director independence, the Board membership criteria, Board committees, and Board and management evaluation. The Board’s Nominating and Governance Committee is responsible for overseeing and reviewing the guidelines, at least annually, and recommending any proposed changes to the Board for approval. The Corporate Governance Guidelines, Certificate of Incorporation and Bylaws, the charters of the Board committees, Director Independence Guidelines, and Board of Directors Code of Conduct provide the framework for the governance of the company and are available on our website at www.3M.com, under Investor Relations — Governance.
The Board’s current leadership structure is characterized by: • A combined Chairman of the Board and CEO • A strong, independent, and highly experienced lead director with well-defined responsibilities that support the Board’s oversight responsibilities • A robust committee structure consisting entirely of independent directors with oversight of various types of risks • An engaged and independent Board.
The Board believes that this leadership structure provides independent Board leadership and engagement while deriving the benefits of having our CEO also serve as Chairman of the Board. As the individual with primary responsibility for managing 3M’s day-to-day operations and with in-depth knowledge and understanding of the company, the CEO is best positioned to chair regular Board meetings as the directors discuss key business and strategic issues. Coupled with the lead independent director, this combined structure provides independent oversight while avoiding unnecessary confusion regarding the Board’s oversight responsibilities and the day-to-day management of business operations.
Board’s role in the company’s long-term strategy.
Each year, management presents to the Board, and the Board discusses and approves detailed long-term strategic plans for the company. In addition to 3M’s overall strategic plan, financial strategic plan, enterprise strategic plans, and priorities, including Enterprise Operations, Sustainability Goals, and environmental, social, and governance (ESG) metrics, the discussions also focused on breakout sessions with the directors on strategic plans and priorities for each of the four business groups.
Our long-term strategy is outlined in the 3M Value Model. Our 3M Value Model differentiates us. It represents how we apply science to life and deliver premium value for our stakeholders — our customers, shareholders, employees, communities, and business partners. The model is built around our Vision, strengths, priorities, and Values. Additional details can be found in the 3M Value Model section.
3M’s Code of Conduct.
More than a century of operating with uncompromising integrity has earned 3M trust from our customers, credibility with our communities, and dedication from our employees. And for the eighth year in a row, 3M has been recognized by Ethisphere® as one of the World’s Most Ethical Companies®.
3M’s Code of Business Conduct and Ethics for Members of the Board of Directors incorporates the longstanding principles of conduct 3M and the Board follow to assure the company’s business and the activities of the Board are conducted with integrity, adherence to the highest ethical standards, and in compliance with the law.
Our Code of Conduct applies to all employees, including our CEO, Chief Financial Officer, and Chief Accounting Officer. See the Corporate Code of Conduct section for additional details.
Feature stories Who we are How we work What we create About report 84 3M 2021 Sustainability Report \| #improvinglives


We believe that transparency with respect to the consideration, process, and oversight of our engagement with lawmakers is important to our shareholders, and we continuously make efforts to give our shareholders useful information about our public policy engagement. Since 2007, we have voluntarily published a detailed explanation of the company’s political activities in our Lobbying and Political Activities Principle. Within the Lobbying and Political Activities Governance document, we provide links to the reports the 3M Political Action Committee files monthly with the U.S. Federal Election Commission and the company’s quarterly Lobbying Disclosure reports, as well as a detailed list of our contributions to U.S. state candidates and political parties and contributions to “527” political organizations. We also disclose the trade associations 3M has joined in which $25,000 or more of the dues are allocated for lobbying purposes by the trade association. We believe that these disclosures on our website, which exceed the disclosures required by law, offer transparency regarding the company’s public policy engagement and political activities.
3M’s approach to taxation 3M is committed to complying with all applicable tax laws, rules, regulations, and reporting and disclosure requirements through the implementation of standardized, simplified, cost-effective and automated compliance processes. This means paying the right amount of tax in the right place at the right time and involves disclosing all relevant facts and circumstances to the tax authorities and claiming reliefs, incentives, and exemptions in line with and in the spirit of the applicable tax legislation.
In addition, 3M’s tax strategy is consistent with the principles set forth in 3M’s Code of Conduct: • Be Good: Obey the law and 3M's Code of Conduct • Be Honest: Act with honesty and integrity • Be Fair: Play by the rules, whether working with government, customers, or suppliers • Be Loyal: Protect 3M's interests, assets and information • Be Accurate: Keep complete and accurate business records • Be Respectful: Respect one another and our social and physical environment around the world.
Diversity of the Board.
For 3M, diversity, in its myriad manifestations, is fundamental to innovation, performance, and relevancy. The Board of Directors regards diversity as an important factor in selecting nominees to serve on the Board. When selecting nominees, it actively considers diversity in recruitment and nomination of directors, such as gender, race, ethnicity, sexual orientation, and national origin. The current composition of our Board reflects those ongoing efforts and the continued importance of diversity to the Board.
Public policy engagement.
As a concerned member of our communities, 3M actively participates in public policy and legislative advocacy, or “lobbying.” As appropriate, 3M also may support candidates and political committees in elections. 3M resources may only be used for political or lobbying activities when consistent with 3M’s Code of Conduct Principles and approved in advance by the Political Action Committee Board (for the U.S.), the Area Corporate Affairs vice president (outside the U.S.), and assigned 3M legal counsel. 3M's Government Affairs organization coordinates and oversees 3M's lobbying and political activities.
Feature stories Who we are How we work What we create About report 85 3M 2021 Sustainability Report \| #improvinglives


3M approach to risk management and governance arrangements in relation to taxation.
At the highest level, responsibility for taxes resides with 3M’s Global Tax Department based in 3M’s headquarters in the United States. The vice president for tax and real estate reports to 3M’s senior vice president and chief financial officer and is a member of 3M’s Finance Committee. The Tax Operating Committee, under the leadership and direction of the vice president, tax and real estate, has oversight over the material tax matters of 3M’s worldwide business and supply chain.
3M assures the appropriateness of its accounting and tax records on an ongoing basis to enable us to meet our compliance obligations. We document and confirm with the respective country authorities in which we operate.
Day-to-day management of 3M’s taxes are delegated to the tax manager responsible for the respective region/country. Processes relating to various taxes are allocated to the relevant process owners responsible for executing tax compliance controls. Appropriate training is carried out for staff who manage or process matters that have tax implications.
Transactions between 3M companies are conducted on an arms-length basis in accordance with appropriate transfer pricing rules. This ensures 3M’s profits are taxed where economic activities are performed.
Where there are any areas of uncertainty, 3M engages its external professional advisors to provide specialist advice as and when needed.
Reporting concerns.
As with all instances of unethical or unlawful behavior, we encourage our employees to ask questions or report concerns to management, 3M’s Ethics & Compliance Department, 3M legal counsel, 3MEthics.com, their assigned human resources manager, 3M Corporate Audit Department, or the Audit Committee of the Board of Directors. For information on reporting concerns about unethical or unlawful behavior, see the Corporate Code of Conduct section.
Attitude of the 3M Company to tax planning 3M engages in tax planning that is aligned with its commercial business activities or supply chain needs and in compliance with tax rules and regulations. 3M may engage in tax planning or other activities potentially perceived as tax planning. We do not engage in artificial tax arrangements that lack economic substance, one of the main purposes of which would be to obtain a tax advantage. We may, however, evaluate potential economic options resulting from business transactions with consideration of tax efficiency.
Level of risk in relation to taxation that 3M Company is prepared to accept.
Our approach to tax risk follows similar principles that apply to our management of legal, compliance, and other business risks. Our internal framework operates to support compliance with tax laws and regulations to ensure we identify, assess, and mitigate tax risks.
Approach toward engagement with tax authorities.
We strive to have an open, honest, and collaborative working relationship with tax authorities. 3M assures that specific tax authorities are kept aware of significant transactions and changes in the business and seeks to discuss any tax issues arising at an early stage.
When submitting tax computations and returns to country tax authorities, 3M discloses all relevant facts and identifies any transactions or issues where it considers that there is potential for the tax treatment to be uncertain. We recognize that there could be areas of differing legal interpretations between 3M and tax authorities, and where appropriate, we will engage in proactive discussion to bring matters to as rapid a conclusion as possible. Any inadvertent errors in the submission of tax returns and tax computations are fully disclosed as soon as reasonably practicable after they have been identified.
Appropriate training is carried out for staff who manage or process matters that have tax implications.
Feature stories Who we are How we work What we create About report 86 3M 2021 Sustainability Report \| #improvinglives


Our actions.
Board membership criteria 3M’s Corporate Governance Guidelines contain Board Membership Criteria that include a list of key skills and characteristics deemed critical to serve 3M’s long-term business strategy and expected to be represented on 3M’s Board. The Nominating and Governance Committee periodically reviews with the Board the appropriate skills and characteristics required of Board members given the current Board composition. It is the intent of the Board that the Board itself will be a high-performance organization, creating a competitive advantage for the company.
To perform as such, the Board will be composed of individuals who have distinguished records of leadership and success in their arena of activity and who will make substantial contributions to Board operations and effectively represent the interests of all shareholders. The committee’s and the Board’s assessment of Board candidates includes, but is not limited to, consideration of: • Roles in and contributions valuable to the business community • Personal qualities of leadership, character, judgment, and whether the candidate possesses and maintains throughout service on the Board a reputation in the community at large of integrity, trust, respect, competence, and adherence to the highest ethical standards • Relevant knowledge and diversity of background and experience in business, manufacturing, technology, finance and accounting, marketing, international business, government, and other areas • Whether the candidate is free of conflicts and has the time required for preparation, participation, and attendance at all meetings.
In addition to these minimum requirements, the committee will also evaluate whether the nominee’s skills are complementary to the existing Board members’ skills and the Board’s needs for particular expertise in certain areas, and they will assess the nominee’s impact on Board dynamics, effectiveness, and diversity of experience and perspectives.
Board refreshment.
We regularly add directors to infuse new ideas and fresh perspectives into the boardroom. Six out of the 11 independent director nominees standing for this year’s election have joined our Board within the past five years, including all four women directors. In recruiting directors, we focus on how the experience and skill set of each individual complement those of their fellow directors to create a balanced Board with diverse viewpoints and backgrounds, deep expertise, and strong leadership experience.
Shareholder engagement.
Shareholder engagement is fundamental to our commitment to good governance and essential to maintaining our strong corporate governance practices. We engage regularly with our global investors to gain valuable insights into the governance issues about which they care most. We aim to seek a collaborative and mutually beneficial approach to issues of importance to investors that affect our business, and to assure that our corporate governance practices remain industry-leading from their perspectives.
During 2020, members of senior management met with a cross-section of shareholders owning approximately 33% of our outstanding shares or approximately 50% of our institutional shareholders. Topics discussed included Board/corporate governance; COVID-19 impacts and learnings; environmental, social justice, and sustainability; and portfolio management, growth, and transformation. Investors provided valuable comments and perspectives on the company’s governance practices, including the Board’s mix of tenure and overall diversity, the disclosure regarding the directors’ skill sets and qualifications, director refreshment, evolving Board committee composition, and the company’s actions in environmental stewardship and in fighting the COVID-19 pandemic. The feedback from these meetings was shared with the Board of Directors and helped inform the Board on corporate governance practices and trends.
Feature stories Who we are How we work What we create About report 87 3M 2021 Sustainability Report \| #improvinglives


Director independence.
The Board believes in having a substantial majority of independent directors on the 3M Board. The Corporate Governance Guidelines and Director Independence Guidelines provide that a director is “independent” if the Board affirmatively determines that the director has no material relationship with 3M directly or as a partner, shareholder, or officer of an organization that has a relationship with the company and otherwise meets the requirements for independence of the listing standards of the New York Stock Exchange. The independent directors will make the Board decisions on corporate governance matters.
The guidelines specify the criteria by which the independence of our directors will be determined, including strict guidelines for directors and their immediate family members with respect to past employment or affiliation with 3M or its independent registered public accounting firm. The guidelines also prohibit Audit Committee and Compensation Committee members from having any direct or indirect financial relationship with the company and restrict both commercial and not-for-profit relationships of all directors with 3M. Directors may not be given personal loans or extensions of credit by the company, and all directors are required to deal at arm’s length with 3M and its subsidiaries and to disclose any circumstance that might be perceived as a conflict of interest.
Governance actions.
During 2020, the Board of Directors held six regularly scheduled meetings and five special meetings. Overall attendance at Board and committee meetings was 96%.
Gender and racial/ethnic diversity.
Female directors.
Racially/ethnically diverse directors 41.7% Female or racially/ethnically diverse board members 4
2.
Directors with other diverse characteristics* 4
* LGBTQ +; born outside of the U.S.; frst generation U.S. citizen.
Director age <59 years 63.9 Average years 60-65 years 66-70 years 71-74 years 3
3 4
2.
Meeting attendance 96% • Overall attendance at Board and committee.
Board changes since 2016.
Six of 11 independent directors have joined the Board, including all four women directors.
Director tenure 6.4 Average tenure 0-4 years 5-9 years 10-14 years 15-19 years 5 5 1 1 • Overall attendance at Board and committee meetings • There were 11 Board meetings in 2020.
Board size and independence.
Independent 11.
Not independent 1.
Lead Independent Director • Lead Independent Director with robust authority • Combined Chairman and CEO positions.
Feature stories Who we are How we work What we create About report 88 3M 2021 Sustainability Report \| #improvinglives


Advancing our operating model in 2020 3M has been on a journey to transform how we serve customers, work, and compete. The deployment of our enterprise resource planning (ERP) system has enabled us to improve our operations and accelerate the digitalization of 3M, and in January 2020, we implemented the next phase of our transformation: a new global operating model to further align our business groups with customers and go-to-market models. 3M business groups now have full responsibility for strategy, portfolio optimization, and resource prioritization across their global operations. The new model is designed to improve growth and operational effectiveness while empowering employees with more autonomy, reducing layers, and streamlining structure. It has enabled us to respond to COVID-19 with agility — from our significant expansion of respirator production to our ability to maintain business continuity and serve customers.
Commitment to economic, environmental, and social topics.
At 3M, we are inspired and motivated by our Vision of advancing every company, enhancing every home, and improving every life. In collaboration with our employees, customers, partners, government, and communities, we apply our expertise and technology to help solve shared global challenges. Sustainability is a core commitment of our company. It plays an important role in our purpose-driven innovation in products, manufacturing processes, and new technologies — and we recognize and consistently seek opportunities to do more. It is our ambition to meet the increasing expectations of our customers, employees, investors, and stakeholders — and grow our business — by continuing to make bold sustainability commitments and taking stronger actions.
3M has a long-standing commitment to sustainability, from our groundbreaking Pollution Prevention Pays program that began in 1975 to our increasingly ambitious set of 2025 Sustainability Goals, which are designed to improve the footprint of our own operations, help our customers meet their own sustainability goals, and drive action on global environmental and social issues.
As a global corporation, contributing to society through diverse markets, we believe that we have a significant responsibility to advance the United Nations Sustainable Development Goals across the world. We are also a participant of the United Nations Global Compact, a policy initiative for businesses to demonstrate their commitment to 10 principles in the areas of human rights, labor, environment, and anti-corruption. We align this report to the guidelines of the Sustainability Accounting Standards Board (SASB) and the Task Force for Climate-related Financial Disclosures (TCFD) recommendations for helping businesses disclose climate-related financial information. Together with our ambition of improving every life and our strong set of 3M values, these commitments drive and inform our formalized approach to sustainability — the 3M Strategic Sustainability Framework — directing our efforts to areas where we can make the greatest impact: Science for Circular, Science for Climate, and Science for Community.
In 2020, we also took significant actions to transform and build 3M for the future, while advancing our core values. Examples include introducing platforms for change to address racial opportunity gaps, empowering an inclusive culture, and supporting our communities with a.
In 2020, we took significant actions to transform and build 3M for the future, while advancing our core values.
We also have a robust governance framework that guides our sustainability activities with primary Board-level oversight by our Science, Technology & Sustainability Committee, established in late 2019.
$50M to advance workforce development and STEM education initiatives.

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