Environment, Safety and Public Policy Committee Charter

As revised by the Board of Directors on
February 27, 2024


I. Purpose of the Committee

The primary purpose of the Environment, Safety and Public Policy Committee (the "Committee") is to assist the Board in overseeing the Corporation's positions and practices regarding safety, security, health and the environment (including but not limited to climate, emissions, and sustainability) and other public policy issues relevant to the Corporation; and to provide oversight on the Corporation's overall contributions strategies, objectives and policies.

II. Committee Membership

The Committee shall have at least three members. Committee members shall be appointed by the Board from among its members and may be removed by the Board at any time. Each member of the Committee must satisfy such criteria of independence as the Board may establish and such additional regulatory or listing requirements as the Board may determine to be applicable or appropriate. Members of the Committee should be suitably knowledgeable in matters pertaining to public policy issues relevant to the Corporation. The actual number of members shall be determined from time to time by resolution of the Board. Two members of the Committee shall constitute a quorum thereof. 

III. Committee Structure and Operations

The Chair of the Committee shall be designated by the Board. The Committee Chair, in consultation with members of the Committee, shall determine the schedule of regular Committee meetings and topics to be covered. In addition to the regular meeting schedule established by the Committee, the Chair of the Committee may call a special meeting at any time.

The Secretary of the Corporation shall be the Secretary of the Environment, Safety and Public Policy Committee unless the Committee designates otherwise. 

In the absence of the Chair during any Committee meeting, the Committee may designate a Chair pro tempore.

The Committee shall act only on the affirmative vote of a majority of the members at a meeting or by unanimous written consent.

The Committee may establish subcommittees consisting of one or more members to carry out such duties as the Committee may delegate.

IV. Committee Activities

The following shall be the common recurring activities of the Committee in carrying out its purpose. These activities are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate given the circumstances.

  1. Provide oversight and advice on the Corporation's positions on public policy issues of significance and make such recommendations to the Board with respect thereto as it may deem advisable.
  2. Review the effectiveness of the Corporation's programs and practices on safety, security, health, the environment, sustainability and other public policy issues and opportunities relevant to the Corporation and make such recommendations to the Board with respect thereto as it may deem advisable.
  3. Annually review the Corporation’s energy transition strategy and approach, including updates to public policy and advancements in energy transition technologies and climate science.
  4. Annually review the safety, security, health, environmental and greenhouse gas emissions performance of the Corporation’s major operating organizations.
  5. Annually review (i) the Corporation’s overall contributions strategies, objectives and policies, including, as appropriate, goals and criteria, and the subject areas to which contributions are to be made, and (ii) the proposed contributions budgets of the Corporation and of its consolidated affiliates, and make recommendations to the Board.
  6. Take such other action and do such other things as may be referred to it from time to time by the Board.

V. Committee Evaluation

The Committee will annually complete a self-evaluation of the Committee's own performance and effectiveness and will consider whether any changes to the Committee's charter are appropriate.

VI. Committee Reports

The Chair of the Committee will report regularly to the full Board on the Committee's activities, findings, and recommendations, including the results of the Committee's self-evaluation and any recommended changes to the Committee's charter.

VII. Resources and Authority of the Committee

The Committee has the authority, in its sole discretion, to retain and oversee the work of such outside advisors, including legal counsel or other experts, as it deems appropriate; to approve the fees and expenses of such advisors with funding provided by the Corporation; and to incur such other ordinary administrative expenses as are necessary or appropriate in carrying out its duties.