The Committee is established by the Board to aid the Board in discharging its responsibilities relating to the Company's positions on sustainability, corporate social responsibility and public issues of significance, which may affect the shareowners, the Company, the business community and the general public; and to perform such other duties as may be delegated by the Board and consistent with this Charter.
The Committee shall consist of no fewer than three members of the Board of Directors. The members of the Committee shall be established by the Board and removed by the Board. A majority of the members shall constitute a quorum.
Committee Authority and Responsibilities
1. The Committee shall evaluate social, political and environmental trends, issues and concerns which affect or could affect the Company's business activities and performance; and make recommendations to the Board and management regarding how the business can adjust to these trends.
2. The Committee will review the Company's progress toward its diversity goals and compliance with the Company's responsibilities as an equal opportunity employer. The Committee will receive at least annually, presentations by the Chief Diversity Officer and others related to the accomplishment of the Company's diversity and equal opportunity goals.
3. The Committee will review the nature and scope of the Company’s sustainability goals and the Company's progress toward achieving those goals. The Committee will receive at least annually, presentations by the Chief Sustainability Officer, and others as required, related to the accomplishment of the Company's sustainability goals.
4. The Committee will review the Company’s human and workplace rights policies and how the Company demonstrates respect for human and workplace rights in our business system, in our supply chain and in the communities in which we operate. The Committee will receive at least annually, presentations related to progress in this area.
5. The Committee shall annually review shareowner proposals submitted to the Company and make recommendations to the Board regarding the response to such proposals to be taken by the Board in the Company's annual proxy statement.
6. The Committee shall review the Company's public policy advocacy efforts, including all political contributions, to ensure alignment with Company policy and our overall values. This review will occur at least annually. In addition, the Committee will periodically review the Government Advocacy and Political Contributions policy to ensure its efficacy.
7. The Committee shall annually review charitable contributions made by the Company.
8. The Committee shall have the authority to delegate any of its responsibilities to subcommittees, as the Committee may deem appropriate in its sole discretion.
9. The Committee shall have authority to retain such outside counsel, experts and other advisors, as the Committee may deem appropriate in its sole discretion and shall have the sole authority to approve related fees and other retention terms. The Committee shall be provided with appropriate funding, as determined by the Committee, for payment of compensation to such outside counsel, accountants, experts and other advisors.
10. The Committee shall make regular reports to the Board regarding its actions and recommendations.
11. The Committee shall conduct and present to the full Board an annual performance evaluation of the Committee.
12. The Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board for approval.
This Charter and any provision contained herein may be amended or repealed by the Board of Directors.
Last updated: December 8, 2016