Embassy Suites by Hilton Mandalay Beach Resort, Oxnard, CA

Governance

At RLJ Lodging Trust, we treat our associates, customers and vendors with respect, which is driven by our high ethical and business standards. Our standards are defined by our professionalism, high integrity, ability to exercise sound judgement and respect for diverse perspectives. This begins with a robust Code of Business Conduct and Ethics, made available to all through our corporate website, to consistently guide and set our ethical standards across our Company. Our commitment to corporate responsibility is also driven by our accountability to our stakeholders, including our investors, associates, vendors, and third-party management companies.

Risk Management

Our Board of Trustees executes its oversight responsibility of risk management directly and through its committees. Risks related to environmental and social factors fall directly under the Nominating and Corporate Governance Committee unless they are thematically linked to auditing or compensation activities. Strategic risks, which may include highly significant ESG issues, are directly overseen by the Board and not delegated to one of the committees. As evidenced by our matrix of trustee skills, experiences and expertise, approximately 78% of our Board have deep expertise and experience in risk management.

THE KNICKERBOCKER, NEW YORK CITY, NY
THE KNICKERBOCKER, NEW YORK CITY, NY

Effective Corporate Governance

Our commitment to conducting our business affairs with integrity, transparency and professionalism begins with effective corporate governance. In this respect, our Board composition is a strength as highlighted by:

Board Diversity

  • 7 of 9 trustees are independent, including all members of our Board Committees

  • 3 of 9 trustees are women

  • 5 of 9 trustees are ethnically diverse

  • Trustee skills, qualifications and experience matrix are disclosed in proxy statements

Board Independence

  • Separate Chairman and Chief Executive Officer roles

  • Independent trustees regularly meet without management present

  • Engagement of an independent compensation consultant

Board Refreshment

  • Balanced trustee tenure with an average of approximately seven years

  • Evaluation of Board skills, experience, attributes and diverse viewpoints before selection

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