The function of the Corporate Responsibility Committee is to provide oversight, monitoring and guidance on matters related to corporate and social citizenship, public and legal policy, environmental stewardship and compliance, political activities, sustainability, quality of work life, and the economic and social vitality of the communities and markets in which the Company operates. The Corporate Responsibility Committee was established by the Board of Directors on January 23, 2009. The Committee shall review and update this Charter periodically as conditions dictate.
An Independent Director shall serve as chairman of the Committee. The Board of Directors shall fill committee vacancies with members serving until their successors are duly elected.
The Committee shall meet at least three times annually, or more frequently as circumstances dictate. The Committee shall regularly conduct executive sessions of the independent directors without the CEO and management present.
4.
Responsibilities and Duties
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To fulfill its responsibilities and
duties, the Corporate Responsibility Committee shall:
1 .
Assist the Company in addressing its responsibilities to shareholders, customers, employees and the communities in which the Company operates.
2.
Review and make recommendations concerning the Company’s role, responsibilities, and reputation as a good corporate citizen.
3.
On an ongoing basis, assist the Company in monitoring and bringing to the attention of the Board of Directors, as appropriate, current and emerging political and social actions, and public policy and environmental issues that may affect the business operations, financial performance or public image of the Company.
4.
Review Company policies, procedures, and practices relating to community and public relations, including charitable and political contributions, governmental relations, and community affairs.
5.
Review and monitor:
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a. Company policies, procedures and practices relating to employment practices, including workforce diversity, Equal Employment Opportunity (EEO), employee development and compliance with employment related laws, regulations and policies.
b. Company policies, procedures, and practices relating to environmental compliance and stewardship, including compliance with environmental related laws and regulations.
c. Company policies, procedures, and practices relating to health and safety matters.
d. Status of pending significant/major claims, compliance matters and litigation.
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6. Review Company codes of ethics and conduct, and ensure that Management has established a system to enforce the codes and related policies.
7. Oversee the production of an annual report on Corporate Responsibility for monitoring corporate activities for publication on the Company website.
8. Perform any other activities consistent with this Charter, the Corporate Bylaws and governing law and rules, as the Committee or Board deems necessary or appropriate.
