Ethics and Sustainability Charter
1.0 Membership. The Board of Directors by resolution adopted by a majority of the Board of Directors may provide for an Ethics and Sustainability Committee (the “ES Committee”) of three (3) or more directors. If provision is made for an ES Committee, the members of the ES Committee shall be elected by and serve at the pleasure of the Board of Directors. The Board of Directors shall designate a chairman from among the membership of the ES Committee. Upon recommendation by the Nominating and Corporate Governance Committee, the Board of Directors may remove any member of the ES Committee at any time. Vacancies on the ES Committee shall be filled by the Board of Directors.
2.0 Purpose. The purpose of the ES Committee shall be to assist the Board of Directors in fulfilling its oversight responsibilities relating to the Corporation’s ethical conduct, sustainability, environmental stewardship, and employee health and safety.
3.0 Responsibilities. In order to achieve the purpose outlined in this charter, the ES Committee shall:
3.1 monitor compliance with the Code of Ethics and Business Conduct, and review and resolve all matters of concern presented to it by the Corporate Steering Committee on Ethics and Business Conduct or the Corporate Ethics Office;
3.2 review and monitor the Corporation’s policies and procedures with respect to sustainability, including corporate responsibility, human rights, environmental stewardship, employee health and safety, ethical business practices, community outreach, philanthropy, diversity, inclusion, and equal opportunity, and the Corporation’s record of compliance with laws and regulations related thereto;
3.3 oversee matters pertaining to community and public relations, including governmental relations;
3.4 review, as needed, the proposed contributions budget of the Corporation and make recommendations to the Board of Directors for adoption; and
3.5 the ES Committee shall annually conduct an evaluation of its performance.
4.0 Authorities. In furtherance of its responsibilities, the ES Committee shall have the power to investigate any matter falling within its jurisdiction, and it shall also possess the following authorities:
4.1 Delegated Authority. The ES Committee shall perform such other functions and exercise such other powers as may be delegated to it from time to time by the Board of Directors.
4.2 Subcommittees. The ES Committee may delegate its authority to subcommittees (which may consist of one or more members of the ES Committee) when it deems appropriate and in the best interest of the Corporation.
4.3 Reports to Board of Directors. The ES Committee shall report regularly to the Board of Directors.
4.4 Committee Charter. The ES Committee shall review and recommend to the Board of Directors the adequacy of its charter and proposed changes from time to time as needed.
5.0 Procedures. The ES Committee shall hold at least three meetings per year and shall meet with management and separately in executive session without management.
6.0 Limitations Inherent in the ES Committee’s Role. The ES Committee shall, except when such powers are by statute, the Charter or the Bylaws either reserved to the Board of Directors or delegated to another committee of the Board of Directors, possess all of the powers of the Board of Directors in matters pertaining to ethics and business conduct and corporate sustainability. All action by the ES Committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to revision and alteration by the Board of Directors.
- James M. Loy – Chairman
- Bruce A. Carlson
- Ilene S. Gordon
- Jeh C. Johnson
- Joseph W. Ralston