SAFETY, HEALTH, ENVIRONMENTAL AND SUSTAINABILITY
COMMITTEE CHARTER
I. Purpose and Authority.
The Safety, Health, Environmental and Sustainability Committee of Alpha Natural Resources, Inc. (the “Company”) is appointed by the Board of Directors (the “Board”) to provide oversight of the Company’s performance in relation to safety, occupational health, environmental and sustainability issues, including: (i) the Company’s compliance with safety, health, environmental and sustainability-related laws and other regulatory requirements applicable to its business; (ii) the Company’s initiatives to enhance sustainable business practices and its reputation as a responsible corporate citizen, including the promulgation and enforcement of policies, procedures and practices which promote the protection of the safety and health of its employees, contractors, customers, the public and the environment; (iii) the plans, programs and processes established by the Company to evaluate and manage safety, health, environmental and sustainability risks to its business, operations, products and reputation generally; (iv) the Company’s response to significant safety, health, environmental and sustainability-related public policy, legislative, regulatory, political and social issues and trends that may affect the business operations, financial performance, or public image of the Company or the industry; and (v) such other duties as assigned to it from time to time by the Board.
II. Committee Resources.
The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and to obtain any information it requests from Company employees and outside advisers, which persons will be directed to cooperate and comply with the Committee's requests. The Committee shall have the sole authority to select and retain a consultant, to terminate any consultant retained by it, and to approve the consultant’s fees and other retention terms. The Company shall provide for appropriate funding for such counsel or experts retained by the Committee.
III. Committee Composition.
The Committee shall be comprised of three or more members of the Board. The Chairman and members of the Committee shall be appointed by the Board and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation, retirement, removal from office or death. The members of the Committee may be removed, with or without cause, by a majority vote of the Board.
The Chairman will chair all meetings of the Committee and set the agendas for Committee meetings. The Chairman shall establish an annual calendar with a proposed agenda of the matters to be addressed at each of the Committee’s scheduled meetings during the year.
IV. Delegation of Duties.
In fulfilling its responsibilities, the Committee is entitled to form and delegate any or all of its responsibilities to a subcommittee consisting of one or more members of the Committee, when appropriate and permitted by applicable legal and regulatory requirements. Where so permitted, a subcommittee of the Committee may exercise the powers and authority of the Committee and the Board while acting within the scope of the powers and responsibilities delegated to it.
V. Meetings.
The Committee shall meet as often as its members deem necessary to fulfill the Committee’s responsibilities. A majority of the Committee members shall constitute a quorum for the transaction of the Committee’s business. The Committee shall act upon the vote of a majority of its members at a duly called meeting at which a quorum is present. Any action of the Committee may be taken by a written instrument signed by all of the members of the Committee. The Committee shall have the authority to establish other rules and procedures for notice and conduct of its meetings consistent with the Company’s bylaws and the Corporate Governance Practices and Policies.
The Committee may invite to its meetings any director, member of management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities.
VI. Powers and Duties.
The following functions shall be the recurring activities of the Committee in carrying out its responsibilities outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional or substitute functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section I of this Charter.
The Committee shall have the following specific powers and duties:
1. Review appropriate objectives and policies for the Company relative to the protection of the safety and health of employees, contractors, customers, the public and the environment, and assist management in the formulation and oversight of policies, principles and practices designed to foster the sustainable growth of the Company.
2. Oversee the Company’s monitoring and enforcement of these policies and related procedures and practices and review with management the quality of the Company’s procedures for identifying, assessing, monitoring and managing the principal risks in the Company’s business associated with safety and occupational health, the protection of the environment and sustainable development. While it is the responsibility of management to assess and manage the Company’s exposure to safety, health, environmental and sustainability risks, the Committee will provide oversight by reviewing policies that govern these procedures.
3. Discuss annually with management the scope and plans for conducting audits of the Company’s safety, health, environmental and sustainable practices and performance. The Committee will also meet with management to discuss the significant results of the audits.
4. Review significant Company sustainability reports prior to final issuance.
5. Review and discuss with management any material noncompliance with safety, health, environmental and sustainability-related laws, and management’s response to such noncompliance.
6. Review and discuss with management pending or threatened administrative, regulatory, or judicial proceedings that are material to the Company and management’s response to such proceedings.
7. Review and discuss any significant safety, health, environmental and sustainability public policy, legislative, regulatory, political and social issues and trends that may affect the business operations, financial performance, or public image of the Company or the industry, and management’s response to such matters.
8. Review with management the Company’s procedures for the handling of complaints regarding safety, health, environmental and sustainability-related matters.
9. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
10. Conduct an annual performance evaluation of the Committee.
11. Perform such other duties and responsibilities, consistent with this Charter and governing laws, as may be delegated to the Committee from time to time by the Board.
12. Report to the Board on a regular basis and make such recommendations with respect to any of the above matters as the Committee deems necessary or appropriate.
VII. Understanding as to the Committee’s Role.
Management of the Company is responsible for the day-to-day operation of the Company’s business. As a result, the Company’s officers and employees and other persons who may be engaged by the Committee may have more time, knowledge and detailed information about the Company than do the Committee members. The Committee will review information, opinions, reports or statements presented to the Committee by the Company’s officers or employees or other persons as to matters the Committee members reasonably believe are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. While the Committee has the responsibilities and powers set forth in this charter, each member of the Committee, in the performance of his or her duties, will be entitled to rely in good faith upon reports presented to the Committee by these experts. Accordingly, the Committee’s role does not provide any special assurances with regard to matters that are outside the Committee’s area of expertise or that are the traditional responsibility of management.
Amended: November 19, 2009