Board of Directors
Environmental, Safety and Public Policy Committee Charter
Effective 28 January 2010
The Environmental, Safety and Public Policy Committee (the "Committee") shall assist the Board of Directors (the "Board") in fulfilling its oversight responsibility for the Company's responses to issues and trends in the following areas that may have an impact on the Company's business operations or practices, economic viability, public image, or role as a responsible corporate citizen:
- Environment, sustainability, health, safety; corporate security and crisis management; and diversity matters, in connection with which the Committee shall review and monitor the Company's policies, practices, performance and objectives, as appropriate, as well as the Company's management systems in support of the foregoing;
- Social, government/political, legislative/regulatory, and economic policy matters; and
- Community relations, Company philanthropic programs and contributions, and philanthropic programs.
Committee Structure; Member Appointment and Removal
The Committee shall consist of at least three directors who, along with the chairperson of the Committee, are appointed by the Board upon the recommendation of the Corporate Governance and Nominating Committee (the "Governance Committee"), and may be removed by the Board in its discretion.
Meetings, Agendas, and Reporting
The Committee may adopt procedural rules for its meetings and the conduct of its business, not inconsistent with this Charter, the Bylaws, or applicable law. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. Adequate provision is made for notice to members of all meetings; one-third of the members, but not less than two, constitute a quorum; and all matters are determined by a majority vote of the members present. The Committee may delegate all or a portion of the authority granted to it by the Board to one or more of the Committee members, senior executives, or subcommittees, subject to applicable laws, regulations, and listing standards.
The Committee proposes its regular meeting schedule for each year for approval by the Board, upon the recommendation of the Governance Committee. The Chairman of the Board, the Corporate Secretary, and the Committee Chairperson agree on the length of regular meetings and the need to schedule additional special meetings.
The annual Committee agenda and individual meeting agendas are developed by the Chairman of the Board and Corporate Secretary in consultation with the Committee Chairperson, with input from appropriate members of management and staff.
When present, the Chairperson will preside at Committee meetings. In his or her absence, the Committee members present may appoint a Chairman pro temp. The Committee Chairperson reports to the Board on Committee meetings and actions, and the Committee Secretary (who is the Corporate Secretary or an Assistant Corporate Secretary) keeps minutes of all Committee meetings, which are distributed to Committee members for review and approval.
The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including access to relevant records of the Company and officers and employees of the Company. The Committee has authority to retain and terminate experts or consultants, as it deems appropriate, including authority to approve the fees and other retention terms for such persons. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company, and the Committee will take all necessary steps to preserve the privileged nature of those communications.