Governance

Board of Directors

TOPIC	PRACTICE
INDEPENDENCE	8 out of 9 directors are independent Board committees are composed entirely of independent directors
DIVERSITY	Four out of nine directors are female or racially/ethnically diverse
EXECUTIVE SESSIONS	Non-management directors meet regularly without management
MAJORITY VOTING	Majority of votes cast is required for the election of directors
DIRECTOR EVALUATIONS	Evaluations of the full board and each committee are conducted annually
STOCK OWNERSHIP	Stock ownership guidelines established for directors and executives
HEDGING & PLEDGING OF STOCK	Kirby has a single class of voting stock
BUSINESS ETHICS GUIDELINES	Ethics guidelines apply to all our directors, officers, and employees
CLAWBACK POLICY	We have a clawback policy in place for executive officers
INSIDER TRADING POLICY	Our insider trading policy applies to all our directors, officers, and employees, with a supplemental policy applicable to directors, executive officers and certain key employees
BOARD OVERSIGHT	The ESG and Nominating Committee oversees environmental risks including climate-related, and the ESG program on a quarterly basis. Assists the Board in fulfilling its oversight of risks that may arise in connection with the Company’s governance and social practices and processes. Discusses risk management in the context of general governance matters, including topics such as Board succession planning to ensure desired skills and attributes are represented. The Audit Committee oversees the risk management, employee hotline/ whistleblower, and cybersecurity programs and processes and reviews material legal matters on a quarterly basis to evaluate the Company’s risk exposure and tolerance.

Ethics, Policies, and Practices

Kirby is committed to the highest ethical standards across the company and its supply chain.

Business Ethics Guidelines

9

Kirby is committed to doing business
the right way or “The Kirby Way”

9

All Kirby directors, executives, and
employees are required to sign and
uphold the Business Ethics Guidelines

9

Guideline topics include: Equal
Opportunity, Discrimination and Sexual Harassment, Respecting Human Rights, Anti-Corruption, Financial Accountability, Political Activities, Social Media, etc.

9

Kirby does not tolerate any retaliation against employees for reporting a violation of law, rule, regulation, or the Guidelines

9

More than 5,000 training courses
completed on Business Ethics and
Foreign Corrupt Practices Act in 2022

Vendor Code of Condut

9

Kirby implemented stronger guidelines for our suppliers, which were designed to help ensure responsible product sourcing and the safety and well-being of workers across the global supply chain

9

Establishes the minimum standards that must be met by any supplier that sells goods to or does business with Kirby regarding:

– Treatment of workers
– Workplace safety
– Impact on the environment
– Ethical business practices

Respecting Human Rights

9

Kirby is committed to ensuring a work environment that is free from:
‒ Human Trafficking
‒ Forced Labor
‒ Harmful Child Labor
‒ Discrimination and Harassment

9

Employees are expected to consistently demonstrate respect and uphold the dignity of others

9

Employees are to encourage partners, suppliers, and other third parties to adopt similar standards with respect to human rights

Kirby’s position on Human Rights is outlined in its Business Ethics Guidelines, Vendor Code of Conduct, and Human Trafficking Policy. In addition to other training Kirby provides to its employees, Kirby has recently implemented targeted human rights training for its employees. The company targets to have all employees trained by 2024. Violations or concerns may be communicated via the Company Hotline and may result in termination of employment or the relationship with the supplier.

97% completion of human rights training*

*Training is being implemented by business unit

Target: 100% company-wide training complete by 2024

Cybersecurity and Data Privacy

Governance

9

Kirby senior management briefs the board quarterly on information security matters.

Steering Committee: Meets at a minimum quarterly to discuss overall approach, manage priorities, and ensure progress
Audit Committee: Receives a Cybersecurity update quarterly