Zhongzhi Vision | Dow Inc.'s Corporate Governance Model and Lessons Learned

Dow's corporate governance model follows the common law system: it has a Board of Directors but no Supervisory Board, adopting a stakeholder co-governance model. The Chairman also serves as the company’s Chief Executive Officer (CEO), and a Lead Independent Director is appointed (see Figure 1). The Board appoints the company’s management team, which oversees daily operations and whose performance the Board reviews. The Board actively collaborates with management to supervise and guide the company’s strategic direction, risk management, and overall performance. Committees composed entirely of independent directors assist the Board in fulfilling its responsibilities. Dow’s Board holds that combining or separating the roles of CEO and Board Chair is driven by the company’s specific needs; when the Chair is not an independent director, the independent directors elect one of their members to serve as Lead Director. Regardless of the specific leadership structure adopted, the company consistently ensures robust leadership roles for its independent directors. The responsibilities of the Lead Independent Director include: ・ Leading executive sessions of independent directors—or other meetings in the absence of the Chair; ・ Authority to convene meetings of independent directors; ・ Coordinating with the Chair to schedule Board meetings; ・ Serving as liaison between the Chair and independent directors, as needed; ・ Coordinating with the Chair and committee chairs to develop and approve the Board’s calendar and agenda, ensuring thorough deliberation of all agenda items; ・ Determining appropriate materials to be provided to the Board; ・ Acting as the liaison for shareholder communications with independent directors, and for consultation requests addressed to the Board’s independent members; ・ Authority—deemed necessary or appropriate by the Board—to engage external professionals on behalf of the Board. Dow’s stakeholder co-governance model involves engaging stakeholders and building partnerships. Through regular engagement with diverse stakeholders, Dow gains clearer insights into complex global challenges and local conditions in countries where it operates, thereby establishing effective external oversight and constraint mechanisms. Dow implements stakeholder co-governance through four approaches: information sharing and disclosure; active dialogue; collaboration on issues of mutual concern; and taking action based on stakeholder input. II. Composition and Structure of Dow’s Board of Directors Dow’s Board comprises 11 directors, 10 of whom are independent. All Board committees consist exclusively of independent directors. The average age of directors is approximately 62 years, and no director may stand for re-election upon reaching age 72. Dow’s requirements for director diversity include experience in specific industries, global business operations, science and technology, finance and accounting, corporate governance, public policy, government affairs and services, environmental or social impact, as well as experience serving as CEO, COO, CFO, or other senior executive at major corporations (see Table 1). Further analysis of Dow’s Board composition reveals that each director meets at least three of these qualification criteria; some directors possess exceptional breadth and satisfy all criteria—ensuring that the Board is not only diverse in composition but also comprised entirely of multifaceted, cross-functional talent (see Table 2). III. Implementation and Mechanisms for Exercising Board Authority Dow implements its Board’s authority primarily through Board meetings and meetings held by specialized committees composed entirely of independent directors. Dow has also established mechanisms to support directors’ effective fulfillment of their duties.

Net Profit Doubles, Surges, Approaches RMB 10 Billion! Chemical Giants Stage a Collective Recovery—A Comprehensive Review of Global Plastics & Chemical Companies’ Q2 Financial Results

From late July to early August, the global chemical industry entered the peak period for releasing second-quarter financial results for fiscal year 2026. From North America to Europe, and from the Middle East to Asia, multiple plastics and chemical giants collectively posted strong financial performances: Dow reported a 20% year-on-year increase in net sales; BASF ended a streak of 14 consecutive quarters of declining revenue; and Wanhua Chemical forecasted a >60% year-on-year increase in its first-half net profit. Yet beneath the headline numbers, the drivers behind this recovery differ significantly across companies—some benefited from price hikes, others from one-time gains from asset divestitures, and still others from increased production capacity and ramp-up of new material offerings. Below is a regional review of the latest performance highlights. North America: Dow’s Strong Rebound; Eastman Achieves Growth in Both Volume and Price 1. Dow Inc. Q2 net sales: USD 12.1 billion, up 20% year-on-year. According to its earnings release on July 27, Dow achieved growth across all operating segments and regions in Q2. Local prices rose 20% year-on-year, primarily driven by its Packaging & Specialty Plastics segment, with polyethylene prices increasing across all regions. Profit rebound was even more pronounced: GAAP net income reached USD 802 million; operating earnings per share stood at USD 1.44, compared to a loss of USD 0.42 per share in the prior-year quarter. Operating EBIT totaled USD 1.6 billion—up USD 1.7 billion year-on-year. Dow attributed this turnaround to higher pricing and internally driven improvement initiatives. Notably, operating EPS excludes a significant item of USD 0.45 per share—including costs related to the ongoing ‘Transform to Outperform’ initiative. As this transformation program progresses, its impact will directly influence Dow’s performance in the second half of the year. 2. Eastman Chemical Company Q2 sales revenue: USD 2.513 billion, up 10% year-on-year. Eastman released its Q2 results on August 3, delivering a solid performance marked by growth in both volume and price. Sales volume/product mix and selling prices rose by 5% and 4%, respectively, jointly driving revenue growth. On the profitability front, EBIT amounted to USD 311 million; adjusted EBIT reached USD 320 million; and adjusted diluted EPS stood at USD 1.97. Net cash flow from operating activities totaled USD 224 million. In 2025, Eastman had cut nearly 1,000 jobs amid mounting profitability pressure. Its back-to-back quarterly revenue recoveries signal improving market conditions for its specialty materials businesses—including advanced intermediates, specialty plastics, and fiber products. 3. LyondellBasell LyondellBasell—one of the world’s largest polyolefin producers—released its Q2 results on July 31. Q2 net income reached USD 559 million, versus only USD 115 million in the same period last year. The company had faced a difficult 2025: it posted an adjusted net loss of USD 79 million in Q4, and announced dividend cuts in Q1 2026. Among the identified items affecting Q2 GAAP net income, a pre-tax disposal loss of USD 734 million from the sale of certain European assets was the primary one-time factor. The company stated that this divestiture aims to structurally improve cost efficiency and align its European footprint with its long-term strategy. Additionally, the company continues to advance its first-half free cash flow and cash improvement initiatives, with capital expenditures remaining below the prior-year level.

Dow Inc. CFO Jeffrey L. Tate Files Form 4 on October 26

2 days ago

Dow Inc. reported a Form 4 filing for CFO Jeffrey L. Tate regarding transactions on October 26. The disclosure notes insider trading activity but omits specific transaction details.

Dow Inc CFO Jeffrey L. Tate Files Form 4 for October 26 Transaction

Investing.com South Africa

Investing.com India

2026-10-28

Dow Inc CFO Files Form 4 for Stock Transaction

2026-10-29

Dow Inc. CFO Jeffrey L. Tate Files Form 4 on October 26

Dow Inc. CFO Jeffrey L. Tate Files Form 4 on October 26

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