The Committee shall meet at least four times per year or more frequently as its members deem necessary to fulfill the Committee’s responsibilities. The presence at a meeting in person or by telephone of 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.
All non-management directors that are not members of the Committee may attend meetings of the Committee but may not vote. 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. Each meeting of the Committee shall be attended by a senior administrative officer (or any designee), or a senior safety officer and a senior environmental officer (or in each case any of their respective designees). However, when necessary, the Committee may meet in executive session, or separately with members of management or other persons, without such other persons present and shall have such other direct and independent interaction with such persons from time to time as the Committee may deem appropriate.