This charter governs the operations of the Safety Committee (the "Committee") of the Board of Directors (the "Board") of Wheeling-Pittsburgh Corporation (the "Company"). The Committee shall review the adequacy of this charter at least annually and recommend any proposed changes to the Board for its approval, although the Board shall have sole authority to amend this charter. The Company shall make this charter available on its website at www.wpsc.com.
The Committee shall assist the Board in promoting the safety of the Company's employees and assuring the Company's compliance with applicable safety laws and regulations.
The Committee shall be composed of at least three directors appointed by the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board. The chairman of the Committee shall be appointed by the Board. Committee members shall serve until their successors are duly appointed and qualified or until their earlier removal by the Board at any time.
The Committee may form and delegate any of its responsibility to subcommittees as it deems necessary or appropriate in its sole discretion.
Meetings and Consultants
The Committee shall meet as often as it shall determine, but not less frequently than quarterly. The Committee shall have the authority to select, retain and terminate such consultants, outside counsel and other advisors ("Consultants") as it deems necessary or appropriate in its sole discretion. The Committee may invite such Consultants to attend meetings of the Committee or to meet with any members of the Committee. The Committee shall have the sole authority to approve the fees and retention terms relating to such Consultants, which fees shall be borne by the Company.
The Committee shall have the authority to take such actions as are set forth below:
· To develop and recommend to the Board for its approval such safety guidelines, policies and procedures as the Committee deems necessary or appropriate. The Committee shall review such guidelines, policies and procedures, if any, as often as it deems necessary or appropriate and recommend changes thereto as necessary or appropriate.
· To oversee the implementation of any safety guidelines, policies and procedures developed by the Committee and approved by the Board.
· To review as often as it deems necessary or appropriate the Company's compliance with applicable laws, regulations and reporting requirements regarding employee safety, and to make recommendations to the Board, as necessary, regarding such compliance.
· To review as often as it deems necessary or appropriate the Company's safety performance and to advise the Board regarding such performance.
· To provide general advice to the Board on safety matters.
· To report regularly to the Board on the Committee's activities.
· To perform any other activities consistent with this charter, the Company's certificate of incorporation and by-laws and applicable law, as the Committee or the Board deems appropriate.