Quad/Graphics, Inc. 10-K Cybersecurity GRC - 2024-02-21

Page last updated on April 11, 2024

Quad/Graphics, Inc. reported their cybersecurity risk management and governance process in a yearly 10-K filed on 2024-02-21 19:44:23 EST.

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10-K filed on 2024-02-21

Quad/Graphics, Inc. filed an 10-K at 2024-02-21 19:44:23 EST
Accession Number: 0001481792-24-000007

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Item 1C. Cybersecurity.

Item 1C. Cybersecurity The Company s Board of Directors (the Board ) recognizes the critical importance of maintaining the trust and confidence of our customers, clients, employees and communities. The Board is actively involved in oversight of the Company s operational and strategic risk management process. With regard to cybersecurity risk, the Board (through the Audit Committee) periodically reviews information on management s policies and processes related to cybersecurity and data-protection, including its assessment, identification and management of material risks, mitigation strategy, governance and incident reporting that are based on recognized frameworks established by the National Institute of Standards and Technology (NIST), the International Organization for Standardization and other applicable industry standards. The entire Board receives periodic updates on the Company s cybersecurity risk management progress through the Company s general enterprise risk management ( ERM ) program. In general, the Company seeks to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that the Company collects and stores by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur. 32 Table of Contents Risk Management and Strategy As one of the critical elements of the Company s overall ERM approach, the Company s cybersecurity program is focused on the following key areas: Overall As discussed in more detail under the heading Governance, the Board s oversight of cybersecurity risk management is supported by the Audit Committee of the Board, which receives periodic updates from the Company s ERM function, the Company s Executive Director of Information Security & Compliance, other members of management and relevant management committees and councils. Collaborative Approach The Company has implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. Technical Safeguards The Company deploys technical safeguards that are designed to protect the Company s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. Incident Response and Recovery Planning The Company has established and maintains comprehensive incident response and recovery plans that fully address the Company s response to a cybersecurity incident, and such plans are tested and evaluated on a regular basis. Third-Party Risk Management The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. Education and Awareness The Company launched a security awareness campaign, Be Cyber Smart, that helps employees make sure valuable data remains private, keep physical and digital workspaces secure with good security hygiene, spot potential phishing and malware threats, and avoid risky behaviors. The Be Cyber Smart campaign provides employees with tools and tips for proactive protection measures such as password management, the importance of computer restarts and software updates, security measures when working from home, recognizing and avoiding phishing and maintaining data privacy. In addition, annual compliance, security awareness and acceptable use training, as well as regular phish testing, is delivered to all employees. 33 Table of Contents The Company engages in the periodic assessment and testing of the Company s policies, standards, processes and practices that are designed to address cybersecurity threats and incidents. These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. The Company regularly engages third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness. The results of such assessments, audits and reviews are reported to the Audit Committee and the Board, and the Company adjusts its cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments, audits and reviews. Governance The Board is responsible for the oversight of the Company s operational and strategic risk management process. The Board oversees a company-wide approach to risk management, carried out by management. The Board determines the appropriate risk for the Company generally, assesses the specific risks the Company faces and receives regular reports of the steps taken by management to manage those risks. With regard to cybersecurity risk, the Board (through the Audit Committee) conducts an annual review of the Company s cybersecurity program, and the entire Board receives periodic updates on the Company s cybersecurity risk management progress through the Company s general enterprise risk management program described in the foregoing sentence. The Executive Director of Information Security & Compliance, with oversight from the Audit Committee, works collaboratively across the Company to implement a program designed to protect the Company s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company s incident response and recovery plans. To facilitate the success of the Company s cybersecurity risk management program, multidisciplinary teams throughout the Company are deployed to address cybersecurity threats and to respond to cybersecurity incidents. Through ongoing communications with these teams, the Executive Director of Information Security & Compliance monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time and reports such threats and incidents to the Audit Committee and Board when appropriate. The Executive Director of Information Security & Compliance has served in various roles in information technology and information security for over 30 years, including serving as the Vice President of Information Technology and Executive Director of Information Security & Compliance for two large companies. The Executive Director of Information Security & Compliance holds undergraduate degrees in information systems and operations management, as well as graduate degrees in information systems and finance and has attained the professional certification of Information Technology Project Management. The Company s CEO, CFO and General Counsel, Corporate Secretary and Chief Risk & Compliance Officer each hold degrees in their respective fields, and each have over 20 years of experience managing risks at the Company or at similar companies, including risks arising from cybersecurity threats. Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected or are not reasonably likely to affect the Company, including its business strategy, results of operations or financial condition. 34 Table of Contents

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