The Environment, Health, Safety and Technology Committee of the Board of Directors (the "Committee") assists the Board of Directors in fulfilling its oversight responsibilities by assessing the effectiveness of programs and initiatives that support the Environment, Health and Safety (EH&S) and sustainability, innovation, and technology policies and programs of the Company and by advising the Board on matters impacting corporate social responsibility and Dow's public reputation.
The Committee shall consist of three or more members elected by the Board of Directors at its first meeting following the Annual Meeting of Stockholders. Committee members may be appointed or removed by a majority vote of the entire Board of Directors. The Chairman of the Committee is designated by the Board of Directors.
Committee Authority and Responsibilities:
The Committee shall have the authority and responsibility to take the actions set forth below as it determines necessary or appropriate and to perform such other duties and responsibilities as may be assigned to the Committee, from time to time, by the Board of Directors of the Company, and / or the Chairman of the Board of Directors:
- Review the status of the Company's EH&S and sustainability policies and performance, including processes to ensure compliance with applicable laws and regulations and programs to manage risks.
- Review and provide input to the Company on the management of current and emerging EH&S and sustainability issues.
- Report periodically to the Board of Directors on EH&S and sustainability matters affecting the Company.
- Review with management of the Company, the science and technology capabilities of the Company in all phases of its activities in relation to its corporate strategies and plans and its external competitiveness.
- Review the status of the Company's philanthropy initiatives.
- Review the Company's public policy and advocacy priorities.
- Review the Company's initiatives to build reputation.
The Committee shall meet as appropriate. A majority of the members shall constitute a quorum.
Annual Review of the Charter and Performance:
The Committee Charter shall be reviewed at least annually and revised as appropriate. The Committee shall conduct an annual evaluation of its own performance.
Reports to the Board of Directors:
The Committee shall report regularly to the Board of Directors on Committee findings, recommendations, and any other matters the Committee deems appropriate. The Committee shall maintain minutes and other records of Committee activities.