In December 2021, the Nominating/Corporate Governance Committee and Sustainability Committee were combined to form the Sustainability and Governance Committee, which as further described below, has assumed the responsibilities of the former Nominating/Corporate Governance Committee.
The Sustainability and Governance Committee is comprised of all independent directors. The primary purpose of the Sustainability and Governance Committee, which is discussed in further detail in its charter, is to assist with the Board’s oversight of:
- key sustainability strategies, policies, position statements, practices, procedures and targets, and assessments of relevant high risk areas related thereto;
- the Company’s performance with respect to health, safety, climate change and sustainability targets, as well as compliance with health, safety and environmental laws, rules and regulations, in each case to the extent applicable to the Company’s business;
- proposed long-term targets and aspirations for environmental, social and governance performance; significant health, safety and environmental litigation and regulatory proceedings in which the Company is, or is reasonably likely to become, involved;
- human capital management initiatives, including diversity, equity and inclusion matters, workplace culture and talent development;
- the Company’s public reports regarding environmental, social and governance responsibility activities prior to publication;
- identifying, recruiting, screening, interviewing and recommending individuals qualified to become members of the Board (see Governance of the Company – Identification of Director Candidates);
- analyzing each current or prospective director’s eligibility to be classified as “independent” to serve on the Board and each committee of the Board;
- recommending and evaluating the director nominees to be presented for stockholder approval at the annual meeting of stockholders or for appointment by the Board if a vacancy occurs between annual meetings; and
- developing and recommending to the Board for its approval various codes of conduct and ethics and a set of corporate governance guidelines.
Download sustainability & governance committee charter