Supporting Statement: Ford Motor Company’s board apparently delegates oversight of its DEI programs without a defined obligation to assess whether such initiatives produce measurable business value. However, it is difficult to conclude that DEI initiatives are being implemented in accordance with fiduciary duty unless there is at least a good faith attempt to authorize and assess DEI activities with the same financial discipline and accountability that apply to any other significant corporate investments. Pursuing demographic diversity goals introduces potential for both actual and apparent discrimination, exposing the company to regulatory and reputational liabilities. The white House’s Executive Order on “Ending Illegal Discrimination and Restoring Merit-Based Opportunity” explicitly warns that demographic quotas or preferences may conflict with equal-treatment obligations under federal law. Moreover, academic research raises serious doubts about the premise that demographic diversity improves financial performance. Alex Edmans, Professor of Finance at London Business School, observed: “There is no link between demographic diversity and performance, despite many flimsy reports claiming the contrary…. Indeed, the evidence is that quota-driven demographic diversity reduces performance.” Even the Securities and Exchange Commission, when defending Nasdaq’s board diversity rule in federal court, was unable to demonstrate that board diversity reliably enhances returns. Unverified social claims therefore present a risk of uninformed decision-making and potentially misleading disclosures. Despite the foregoing, the Company’s 2025 Integrated Sustainability and Financial Report quotes advocacy group “As You Sow” for the proposition that “research has shown that companies with diverse hiring practices outperform those without.” The report highlights numerous race-based Employee Resource Groups and a Supplier Diversity program that directs spending to firms chosen on demographic criteria. The proposed bylaw amendment requires no changes to DEI programs. Rather, it ensures that the Audit Committee – already responsible for evaluating risk management and control systems – examines the extent to which investments in DEI have been assessed using NPV and ROI analysis. This framework would enable the board and investors to determine whether each initiative is authorized for its expected business value rather than for political or social objectives lacking clear shareholder benefit. Given the social significance of DEI, reputational risks accompany its use for conflicted or marketing purposes. The amendment promotes consistent fiduciary standards: every corporate activity, including DEI, should be justified by objective evidence of financial or operational contribution to the Company’s long-term success. If management believes that certain inclusion efforts enhance productivity, talent retention, or customer engagement, those benefits should be documented and measured like any other investment. Applying rigorous oversight and financial evaluation to DEI initiatives will strengthen accountability, mitigate legal and reputational risk, and protect the Company’s focus on measurable, merit-based performance.