Board of Directors
Environmental, Safety and Public Policy Committee Charter
Effective 20 September 2012
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 policies, practices, and performance with respect to environmental, health, safety, security, and sustainability matters; and the Company’s conduct and 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:
- The safety of the Company’s employees and contractors, and employees of the Company’s joint ventures and affiliates, and others in the communities where the Company operates;
- Environment and sustainability;
- Physical, personnel and information technology security;
- Diversity and inclusion;
- Social, government relations and political, public policy, and economic policy matters; and
- Community relations, philanthropic programs, and contributions.
Authority and Responsibilities
The Committee shall have the authority to take any and all actions that it deems necessary to carry out its oversight functions, including but not limited to:
- Review Company health, safety, environmental, and security (including security of information technology) performance and events, and any significant liabilities or exposures with respect thereto.
- Meet at least annually in executive session with the Company’s senior Environmental, Health and Safety officer.
- Review the Company’s health, safety, environmental, and security risk management and assessment policies and practices.
- Review the Company’s processes for complying with applicable health, safety, environmental, and security laws and regulations.
- Review periodically the Company’s crisis management procedures.
- Monitor federal, state, and international legislative and regulatory initiatives and significant matters of public policy that may impact the Company.
- Monitor the Company’s lobbying activities, relationships with government authorities, and political contribution policies and political expenditures made on behalf of the Company.
- Review periodically the Company’s guidelines and policies governing the Company’s response to important broad public policy issues in the areas of corporate social responsibility, corporate citizenship, and sustainable development.
- Review and monitor the Company’s policies, practices, performance and objectives regarding diversity and inclusion, as well as the Company’s management systems in support of the foregoing.
- Review periodically the philanthropic policies and programs of the Company.
Committee Structure; Member Appointment and Removal
The Committee shall consist of at least three directors who, along with the chair 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 Chair 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 Chair, with input from appropriate members of management and staff.
When present, the Chair will preside at Committee meetings. In his or her absence, the Committee members present may appoint a chair pro temp. The Committee Chair reports to the Board on Committee meetings and actions, and 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.
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