ALCAN INC. ENVIRONMENT, HEALTH and SAFETY COMMITTEE CHARTER
2004 Committee Charter : AL
I. Statement of Policy:
Recognizing that the Company's environmental health and safety performance is vitally
important to its long term development, the Environment, Health and Safety Committee
of the Board of Directors of Alcan Inc. (the "Committee") shall provide assistance to the
Board of Directors in reviewing and recommending for approval by the Board the
Company's policies, management systems and performance with respect to
environment, health and safety, as well as the Company's corporate sustainability as it
applies to environment, health and safety performance.
II. Composition and organization of the Environment, Health and Safety
The Committee shall consist of at least three Directors, none of whom shall be an
employee of the Company or its subsidiaries or related companies. A majority of
Members of the Committee Members must be determined by the Board of Directors to
be independent or unrelated in respect of the Company as contemplated by the laws,
regulations and listing requirements to which the Company is subject.
Members shall be appointed by the Board and shall serve for such term as the Board
The Committee shall designate one Member of the Committee to act as its Chairman. A
Member of the Committee or an employee or an Officer of the Company shall act as
secretary to the Committee.
III. Meetings of the Environment, Health and Safety Committee:
The Committee shall meet at least twice a year.
The Committee may invite such members of Management to its meetings as it may
deem desirable or appropriate, subject to the maintenance of confidentiality where
The Committee shall meet in camera, as necessary.
IV. Duties and Responsibilities of the Environment, Health and Safety
The following are the duties and responsibilities of the Committee:
1. to consider and to advise the Board of Directors in respect of environment, health
and safety performance of the Company, including the identification of the
principle environmental risks in the Company's businesses and oversight of
appropriate systems to manage such risks;
2. to recommend the appropriate environment, health and safety policies for the
Company in light of changing requirements;
3. to review regularly the Company's environment, health and safety policies and its
related practices, assessments, compliance and reporting requirements in order
to identify and to recommend any necessary changes;
4. to monitor the effectiveness of management systems in place within the
Company to ensure compliance with government regulations and with the
Company's environment, health and safety policies;
5. to review, assess and provide advice to the Board of Directors on worldwide
policy, legal, regulatory and consumer trends and developments as they impact
the Company, its employees, businesses, processes, and products;
6. to report to the Board of Directors after each of its meetings;
7. to prepare and to review with the Board an annual performance evaluation of the
Committee and its Members, which evaluation must compare the performance of
the Committee with requirements of this charter. The performance evaluation by
the Committee shall be conducted in such manner as the Committee deems
8. to review this Charter at least annually and to recommend any changes to the full
Board of Directors; and
9. to carry out any other duties or responsibilities expressly delegated to the
Environment, Health and Safety Committee by the Board.
V. Delegation to Sub-Committee:
The Committee may, in its discretion, delegate all or a portion of its duties and
responsibilities to a Member or to a sub-committee of the Committee.
VI. Resources and Authority of the Committee:
The Committee shall have the resources and authority appropriate to discharge its
duties and responsibilities, including the authority to retain counsel or other experts, as it
deems appropriate, without seeking approval of the Board or Management.