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Independent Registered Public Accountant Services and Related Fee Arrangements AUDIT Report of the Audit Committee AUDIT The Audit Committee of the Board of Directors CORPORATE GOVERNANCE CORPORATE GOVERNANCE Director Independence Lead Director CORPORATE GOVERNANCE Board Leadership Structure Board’s Oversight of Risk Code of Ethics, Code of Conduct and Corporate Governance Guidelines CORPORATE GOVERNANCE Communication with Board Board and Committees Board Attendance Board Committees CORPORATE GOVERNANCE AAudit Committee – Primary Responsibilities and Requirements NUMBER OF MEETINGS IN 2018: 9 COMMITTEE MEMBERS:* Compensation Committee – Primary Responsibilities and Requirements NUMBER OF MEETINGS IN 2018: 5 COMMITTEE MEMBERS: CORPORATE GOVERNANCE Nominating and Governance Committee – Primary Responsibilities and Requirements NUMBER OF MEETINGS IN 2018: 4 COMMITTEE MEMBERS:* CORPORATE GOVERNANCE Environmental, Health and Safety Committee – Primary Responsibilities and Requirements NUMBER OF MEETINGS IN 2018: 3 COMMITTEE MEMBERS:* Board Refreshment 0% 20% 40% 60% 80% 100% 5 or fewer 6 to 10 More than 10 Years of Service NON-EMPLOYEE DIRECTOR COMPENSATION 2018 NON-EMPLOYEE DIRECTOR COMPENSATION Role Annual Cash Retainers 2018 Director Compensation Table Name Fees Earned or Paid in Cash (a) ($) Stock Awards (b) ($) Total (c) ($) (1) NON-EMPLOYEE DIRECTOR COMPENSATION Fees Earned or Paid in Cash (column (a)) Stock Awards (column (b)) Option Awards Outstanding and Fully-Vested Deferred Shares Name Number of Deferred Shares(1) (#) OWNERSHIP OF POLYONE SHARES OWNERSHIP OF POLYONE SHARES Beneficial Ownership of Our Common Shares Name Number of Shares Owned(1) Right to Acquire Shares Total Beneficial Ownership OWNERSHIP OF POLYONE SHARES Name and Address Number of Shares % of Shares Stock Ownership Guidelines for Non-Employee Directors Section 16(a) Beneficial Ownership Reporting Compliance COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION DISCUSSION AND ANALYSIS Executive Summary Name Title How Pay is Tied to Company Performance.
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