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, in connection with such oversight, assess reports and other information provided by Company management and such external resources as the Committee deems appropriate.
3. In consultation with the committees of the Board and with the assistance of such Company officers and external resources as the Committee deems appropriate, (i) oversee the Company’s policies and 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; (ii) in connection with such oversight, assess reports and other information provided by Company management and such external resources as the Committee deems appropriate; (iii) advise the Audit Committee of the Board, as deemed necessary or appropriate, of financial risk-related matters; and (iv) report to the Board.
4. Discuss with management annually the scope, plans and resources for conducting audits of the Company’s safety, health, environmental and sustainable practices and performance, and at least annually, or more frequently as the Committee shall deem appropriate, the significant results of the audits.
5. Review significant Company sustainability reports prior to final issuance, and the Company’s public disclosures regarding its safety, health, environmental and sustainability policies and programs.
6. Review and discuss with management any material noncompliance with safety, health, environmental and sustainability-related laws, and management’s response to such noncompliance.
7. 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.
8. 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.
9. Review with management the Company’s procedures for the handling of complaints regarding safety, health, environmental and sustainability-related matters.
10. If safety or environmental performance is a part of compensation arrangements made by the Compensation Committee, advise and recommend to the Compensation Committee, as requested, of safety or environmental performance standards and measurement goals for incorporation into compensation arrangements as deemed appropriate by the Compensation Committee.
11. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
12. Conduct an annual performance evaluation of the Committee.
13. 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.
14. Maintain written minutes or other records, in a form approved by the Committee, of meetings and activities of the Committee.
15. 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.