2-1 Organizational details
Carlisle Companies Incorporated,
16430 N. Scottsdale Road, Suite 400
Scottsdale, AZ 85254
Carlisle Companies Incorporated is publicly traded on the New York Stock Exchange (“NYSE”) under the symbol, “CSL”.
We maintain a global network of manufacturing facilities, technical centers, and major office locations located in Canada, Germany, Romania, the Netherlands, the United Kingdom, and the United States.
2-2 Entities included in the organization’s sustainability reporting
All entities included in Carlisle's financial statements are also included in our sustainability reporting. Please reference our annual Form 10-K for further information on Carlisle's business units.
2-3 Reporting period, frequency and contact point
Carlisle’s 2023 GRI Report covers the period of January 1, 2023- December 31, 2023. Our sustainability and financial reporting periods are aligned, and we report annually. For any questions about this report or reported information, please contact CSLSustainability@carlisle.com.
2-4 Restatements of information
None.
2-5 External assurance
External verification of Carlisle’s Scope 1, 2, and 3 GHG emissions, energy, and water use have been provided by SCS Global Services. Please see our 2023 Corporate Sustainability Report to access our verification statement.
2-6 Activities, value chain and other business relationships
Carlisle’s primary SICS sector is Extractives and Minerals Processing and our primary SICS industry is Construction Materials.
Carlisle serves a vast range of industrial and customer applications and engages a global base of suppliers.
Carlisle Construction Materials
Carlisle Construction Materials (CCM) is a leading manufacturer and supplier of a complete line of premium single-ply roofing products and warranted systems and accessories for the commercial building industry, including polyiso insulation and engineered metal roofing and panel systems. This segment markets its products primarily under the Carlisle SynTec, Versico Roofing, WeatherBond Roofing, Hunter Panels, CCM Europe, Drexel Metals and PAC-CLAD Petersen brands.
Carlisle Weatherproofing Technologies
Carlisle Weatherproofing Technologies (CWT) is a leading supplier of building envelope solutions that effectively drive energy efficiency and sustainability in commercial and residential applications. Products include high-performance waterproofing and moisture protection products, protective roofing underlayments, fully integrated liquid and sheet applied air/vapor barrier, sealants/primers and flashing systems, roof coatings and mastics, spray polyurethane foam and coating systems for a wide variety of thermal protection applications and other premium polyurethane products, block molded expanded polystyrene insulation, engineered products for HVAC applications, and premium rubber products for a variety of industrial and surfacing applications. This segment markets its products primarily under the Carlisle Coatings & Waterproofing, Blueskin, Henry Company, Carlisle WIP Products, Carlisle Spray Foam Insulation, Carlisle Polyurethane Systems, Carlisle TyrFil, Insulfoam, Carlisle Roof Foam and Coatings, Gripnail, Hardcast, and Dynair.
2-7 Employees
These tables represent Carlisle’s total workforce as it was on December 31, 2023. It does not include employees from businesses that were divested or placed in discontinued operations in 2023.
Total number of employees (by gender, by region)
Gender |
Americas |
EMEA |
APAC |
Global |
Male |
3,633
|
361
|
7
|
4,001
|
Female |
867
|
95
|
5
|
967
|
Not Disclosed |
132
|
92
|
2
|
226
|
Totals |
4,517
|
548
|
14
|
5,194
|
Total number of employees (by contract/employment type, by region)
Contract Type |
Americas |
EMEA |
APAC |
Global |
Regular Employees |
4,517
|
544
|
14
|
5,075
|
Temporary Employees |
115
|
4
|
0
|
119
|
Full-time employees |
4,615
|
515
|
14
|
5,144
|
Part-time employees |
17
|
33
|
0
|
50
|
Total number of employees (by contract/employment type, by gender)
Contract Type |
Male |
Female |
Not Disclosed |
Total |
Regular Employees |
3,967
|
963
|
145
|
5,075
|
Temporary Employees |
34
|
4
|
81
|
119
|
Full-time employees |
3,980
|
940
|
224
|
5,144
|
Part time employees |
21
|
27
|
2
|
50
|
2-8 Workers who are not employees
The total number of workers who are not employees and whose work is controlled by Carlisle is 142 workers, mostly comprised of agency temporary workers in production positions such as machine operators and assemblers.
2-9 Governance structure and composition
Carlisle’s various businesses are conducted by its employees under the direction of the Chief Executive Officer and other senior management personnel. The Board of Directors discusses long-term corporate strategy for Carlisle and monitors and oversees management’s performance to ensure that the interests of the stockholders are being properly served. The Board is also responsible for approving and maintaining a succession plan for the Company’s Chief Executive Officer and senior executives, including succession in the case of an emergency or retirement, based on the recommendations of the Corporate Governance and Nominating Committee.
The Chair, President, and Chief Executive Officer reviews and approves the strategic direction for Carlisle’s sustainability approach. Carlisle’s sustainability approach is guided to execution through the Vice President of Sustainability and the ESG Steering Committee. The Vice President of Sustainability, reporting to the Chair, President, and Chief Executive Officer, leads the ESG Steering Committee, which is composed of key executives in the areas of human resources, COS, legal, and finance. The ESG Steering Committee develops strategy, provides oversight, and monitors accountability in our ESG and climate-related initiatives through the deployment of the Carlisle Environmental Sustainability Policy. On a periodic basis, Carlisle's Board of Directors reviews the status of the Company's ESG initiatives.
ESG Steering Committee
Carlisle’s ESG Steering Committee is a cross-functional senior management committee that supports our ongoing commitment to environmental, health and safety, corporate social responsibility, corporate governance, sustainability, and other public policy matters relevant to the Company. The Committee assists the executive management in (a) setting general strategy relating to ESG matters; (b) developing, implementing, and monitoring initiatives and policies based on that strategy; (c) overseeing communications with employees, investors, and stakeholders with respect to ESG matters; and (d) monitoring and assessing developments relating to and improving the Company’s understanding of ESG matters.
For further information on our Board committees, their structures, and their members, please refer to Carlisle Companies Incorporated - Who We Are - Corporate Governance and our 2023 Form 10-K https://www.carlisle.com/investors/financial-reports/sec-filings-details/default.aspx?FilingId=17283337.
2-10 Nomination and selection of the highest governance body
The Corporate Governance and Nominating Committee assists the Board by identifying and evaluating individuals qualified to be directors and by recommending to the Board such individuals for nomination as members. Pursuant to the Company’s Statement of Corporate Governance Guidelines and Principles, director nominees should possess the highest personal and professional integrity, ethics, and values, and be committed to representing the long-term interests of the Company’s stockholders. Nominees should also have outstanding business, financial, professional, academic, or managerial backgrounds and experience. In identifying, recruiting, and recommending nominees to the Board, the Corporate Governance and Nominating Committee is committed to including for consideration qualified candidates with diverse backgrounds, including diversity of gender and race.
Our stockholders can nominate candidates for the board of directors by following the advance notice procedures described in our Certificate of Incorporation.
2-11 Chair of the highest governance body
D. Christian Koch, as the Company’s Chair, President, and Chief Executive Officer, is responsible for providing the day-to-day leadership of the Company, executing the Company’s strategy, shaping the Company’s corporate vision, developing the operational management of the Company’s businesses, and leading the Company’s strategic direction, the Board’s engagement with stockholders, and the Board’s consideration of key governance matters.
2-12 Role of the highest governance body in overseeing the management of impacts
The Chair, President, and Chief Executive Officer reviews and approves the strategic direction for Carlisle’s sustainability approach. Carlisle’s sustainability approach is guided to execution through the Vice President of Sustainability and the ESG Steering Committee. The Vice President of Sustainability, reporting to the Chair, President, and Chief Executive Officer, leads the ESG Steering Committee, which is composed of key executives in the areas of human resources, COS, legal and finance. The ESG Steering Committee develops strategy, provides oversight, and monitors accountability in our ESG and climate-related initiatives through the deployment of the Carlisle Environmental Sustainability Policy. On a periodic basis, Carlisle's Board of Directors reviews the status of the Company's ESG initiatives.
2-13 Delegation of responsibility for managing impacts
The Vice President of Sustainability and members of the ESG Steering Committee work with senior leadership within Carlisle’s business units to deploy and accelerate Carlisle’s sustainability strategy. In accordance with our environmental sustainability policy, a management representative is appointed for each of our business units who, in addition to other responsibilities, shall ensure that the requirements of the environmental sustainability policy are met at each facility within the business unit.
2-14 Role of the highest governance body in sustainability reporting
The Vice President of Sustainability has a responsibility to review and approve all information reported.
2-15 Conflicts of interest
Carlisle's Corporate Governance and Nominating Committee is required to conduct an annual review of potential director conflicts of interest. If a conflict develops between a director and the company, the director shall promptly report the matter to the Corporate Governance and Nominating Committee for evaluation.
If a director has a personal interest in a matter before the Board, the director shall disclose the interest to the Board, excuse him or herself from participation in the discussion and abstain from voting on the matter.
2-16 Communication of critical concerns
We want to facilitate an atmosphere that encourages the open flow of communication, we offer numerous options for reporting including contacting an immediate supervisor or local HR representative, Carlisle's Vice President, Human Resources, Carlisle's General Counsel, as well as an AlertLine for anonymous reporting.
Carlisle maintains records of all calls coming into our alert line, required by the Sarbanes-Oxley legislation, to allow reporting of questionable accounting practices. No such reports were received in 2023. Our Code of Business Conduct and Ethics Code contains sections on Reporting Suspected Illegal or Unethical Behavior and Administration and Monitoring of the Code. Any such reports are managed by the General Counsel. No reports were filed in 2023.
Our Board of Directors has oversight responsibility over risk management, which includes receiving management reports of any receipt of grievances under the alert line or Code.
Our AlertLine process is reviewed by our external auditor.
2-17 Collective knowledge of the highest governance body
All new directors are expected to participate in an Orientation Program, which should be conducted within three months from the time the new director joins the Board. This orientation will include presentations by senior management to familiarize the new director with the Company’s strategic plans, its significant financial, accounting, and risk management issues, its compliance programs, its principal officers as well as this Statement. All continuing directors are also invited to attend the orientation. The Company also shall provide directors with ongoing education on issues facing the Company and on subjects that would assist the directors in discharging their duties.
2-18 Evaluation of the performance of the highest governance body
The Corporate Governance and Nominating Committee will annually review the performance of the Board and each of its committees. Moreover, each December, the directors will be requested to provide their assessments of the effectiveness of the Board and the committees on which they serve. The individual assessments will be reviewed by the Corporate Governance and Nominating Committee.
2-19 Remuneration policies
Director compensation is determined by the Board based on recommendations made by the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee reviews director compensation at least every two years and makes recommendations to the Board regarding the form and amount of director compensation, including perquisites and other benefits, and any additional compensation to be paid to the directors for their services. In making its recommendations, the Corporate Governance and Nominating Committee gives due consideration to what is customary compensation for directors of comparable companies, as well as any other factors it deems appropriate that are consistent with the policies and principles outlined in its charter and the Company’s Statement of Corporate Governance Guidelines and Principles.
For more information on the remuneration of our Board of Directors and Executives, please refer to our 2023 Proxy Statement available at https://d18rn0p25nwr6d.cloudfront.net/CIK-0000790051/ae161d98-ede2-4246-808a-749f88f65b8f.pdf.
2-20 Process to determine remuneration
Each division employs their own compensation specialist who provides guidance to senior leadership regarding remuneration. Divisions may use outside consultants to ensure alignment with the industry as needed, aid in reviewing and setting up pay bands, and provide salary survey information. Carlisle may also participate in salary surveys to include similar industries.
2-21 Annual total compensation ratio
The ratio of the annual total compensation for our highest-paid individual to the median annual total compensation for all employees is 193:1.
2-22 Statement on sustainable development strategy
Please see our 2023 Corporate Sustainability Report for a statement from our Chair, President, and Chief Executive Officer D. Christian Koch.
2-23 Policy commitments
For a complete description of our policy commitments please refer to our corporate governance home page. Carlisle Companies Incorporated - Who We Are - Corporate Governance
2-24 Embedding policy commitments
All Carlisle employees are required annually to complete our Business Code of Ethics training to ensure that all aspects of the code are integrated into operations. We will provide additional resources regarding ethics to any employee or supplier upon request. In addition, Carlisle regularly distributes copies of this Code along with a requirement for employees to certify their review and compliance with this Code. Compliance with the certification requirement and all employee responses to the certifications are reviewed by our General Counsel. The Code will be enforced consistently, and all reports of misconduct will be taken seriously. Each report will be reviewed to confirm whether an investigation is needed and what the appropriate response would look like. Investigators will take steps to ensure that each case is kept confidential to the extent possible and conducted with impartiality, competence, honesty, fairness, timeliness, and thoroughness.
2-25 Processes to remediate negative impacts
Carlisle provides confidential means for all personnel to report non-conformances with any policy to Carlisle management. This may be done through the channels currently available for Code of Business Conduct concerns, including your supervisor, human resources, the General Counsel, or the Board of Directors. The Company shall investigate, address, and respond to the concerns of personnel and other interested parties about conformance/non-conformance with these policies. Carlisle shall identify the root cause, promptly implement corrective and preventive action, and allocate adequate resources appropriate to the nature and severity of any identified non-conformance.
2-26 Mechanisms for seeking advice and raising concerns
To maintain an ethical atmosphere, employees must speak up when they have questions or concerns. Because Carlisle wants to facilitate an atmosphere that encourages the open flow of communication, Carlisle offers a number of options for reporting. These options include:
Your immediate supervisor or local HR representative.
Carlisle’s Vice President, Human Resources – 480-781-5000
Carlisle’s General Counsel – 480-781-5000
AlertLine, for anonymous reporting of potential fraud - 1-800-294-2341
2-27 Compliance with laws and regulations
Carlisle did not have any instances of non-compliance with laws and regulations during the reporting period.
2-28 Membership associations
Carlisle serves as a board member or is a participating member in the following trade organizations and associations:
- United States Green Building Council (USGBC)
- Polyisocyanurate Insulation Manufacturers Association (PIMA)
- EPDM Roofing Association (ERA)
- EPS Industry Alliance (EPSIA)
- Metal Roofing Association (MRA)
- Metal Construction Association
- Roof Coating Manufacturing Association (RCMA)
- Spray Polyurethane Foam Alliance (SPFA)
- Single Ply Roofing Industry (SPRI)
- The Business Council for Sustainable Energy
- Cool Roof Rating Council (CRRC)
- International Institute of Building Enclosure Consultants (IIBEC)
|
- American Institute of Architects (AIA)
- Chemicals Fabrics and Film Association – (CFFA)
- National Roofing Contractors Association – (ROOFPAC)
- American Society of Heating, Refrigerating and Air-Conditioning Engineers - (ASHRAE)
- American Society for Testing and Materials – (ASTM)
- German Sustainable Building Council (DGNB)
- Bundesverband GebäudeGrün e. V. (BuGG)
- Arbeitsgemeinschaft für zeitgemäßes Bauen e.V. (ARGE). (Working Group for Contemporary Building)
- Central Association of the German Roofing Trade (ZDBF)
- Forschungsgesellschaft Landschaftsentwicklung Landschaftsbau e.V. (FLL) (Research Society for Landscape Development and Landscaping)
|
2-29 Approach to stakeholder engagement
We engage stakeholders through formal and informal methods to understand perspectives and priorities for our company, the industries in which we operate, and the communities that we impact. It is in the mutual interest of our company and our stakeholders to engage in ongoing collaboration and active dialogue to identify key issues and emerging trends to inform our sustainability strategy.
2-30 Collective bargaining agreements
9.13% of Carlisle’s global employees are covered by collective bargaining agreements. Carlisle acknowledges the right of employees to associate freely, form and join employee organizations of their choosing, seek representation, and bargain collectively, as permitted by and in accordance with applicable laws.
As of December 31, 2023, 474 employees were represented by unions, local work councils, or collective bargaining agreements across 5 countries.