The Co-CEOs have delegated the ERM process, including risk identification, risk impact, risk
limits and mitigation strategies, to an AFG Enterprise Risk Committee (ERC) consisting of AFG’s Chief Financial Officer, AFG’s Chief Administrative Officer, AFG’s General Counsel, and Great American Insurance Company’s President, each of whom
directly reports to the Co-CEOs.
The risk officer, together with the Company’s ERC and individual senior leader risk owners,
regularly reviews the top organizational risks to consider whether to add any new significant risks and to discuss the risk rating attributed to each significant risk. The risk officer, through regular meetings with senior leaders of the Company,
monitors these risks, as well as any other significant and emerging risks that may arise during the year, and reviews the risk profile with the Audit Committee and ERC on a quarterly basis.
Also, due to evolving threats to corporate cybersecurity, the Board and Audit Committee
receive reports from the Company’s Chief Information Security Officer (CISO) regarding cybersecurity risks and the steps management has taken to monitor and control such risks. The CISO presents to the Audit Committee at least quarterly to review
and discuss the Company’s cybersecurity program.
The Company’s leadership structure and overall corporate governance framework is designed to
aid the Board in its oversight of management responsibility for risk. The Audit Committee serves a key risk oversight function in carrying out its review of the Company’s financial reporting and internal reporting processes, as required by the
Sarbanes-Oxley Act of 2002. Inherently, part of this review involves an evaluation of whether our financial reporting and internal reporting systems are adequately reporting the Company’s exposure to certain risks. In connection with this
evaluation, the Audit Committee has, from time to time, considered whether any changes to these processes are necessary or desirable. While it has concluded that no such changes are warranted at this time, the Audit Committee will continue to
monitor the Company’s financial reporting and internal reporting processes. In addition, pursuant to its charter, the Audit Committee is responsible for discussing with management the guidelines and policies related to enterprise risk assessment
and risk management and assisting the Board of Directors in its oversight of the Company’s enterprise risk management process.
As more fully described under “Compensation Discussion and Analysis” in this proxy statement,
the Compensation Committee takes an active role in overseeing risks relating to AFG’s executive compensation programs, plans and practices. Specifically, the Compensation Committee reviews the risk profile of the components of the executive
compensation program, including the performance objectives and target levels used in connection with incentive awards, and considers the risks an executive officer might be incentivized to take with respect to such components with special
attention given to establishing a mix among these components that does not encourage excessive risk taking.
The Corporate Governance Committee contributes to the Company’s risk oversight process by
reviewing the Company’s Corporate Governance Guidelines and Board committee charters at least annually to ensure that they continue to comply with any applicable laws, regulations, and stock exchange or other listing standards, as each are
subject to change from time to time. The Corporate Governance Committee also oversees the director nomination process, the overall Board reporting structure and the operations of the individual committees.
Code of Ethics, Code of Conduct and Corporate Governance Principles
The Company has adopted a Code of Ethics applicable to all employees. Annually, directors and
all employees certify that they have read and are in compliance with our Code of Ethics.
The Company has also adopted Corporate Governance Guidelines. The Code and Guidelines are
available on the Company’s website at www.AFGinc.com, under “About Us—Leadership and Governance.” A printed copy of the Code and Guidelines may be obtained by shareholders upon written request to the Corporate Secretary at the address as set
forth under, “Board Communications” in the Proxy Statement Summary. We intend to satisfy any disclosure requirements regarding any amendments to, or waivers from, provisions of the Code by posting such information on our website as promptly as
practicable, as may be required by applicable SEC and NYSE rules.
Corporate Responsibility and Sustainability
Creating long-term value for shareholders is AFG’s highest business objective, and we are
committed to doing so in a responsible and sustainable manner. For us, this commitment starts with recognizing that many of our business decisions affect people and organizations in the larger community.
