2003 Committee Charter : CAT
CHARTER OF THE
PUBLIC POLICY COMMITTEE
OF THE BOARD OF DIRECTORS
(adopted by the Board of Directors on August 8, 2001)
I. PURPOSE AND GENERAL RESPONSIBILITIES
The primary function of the Public Policy Committee is to assist the Board in fulfilling its
oversight responsibilities for matters relating to public and social policy. It performs this
affecting the corporation domestically and internationally;
and services that support sustainable development of global resources;
Conduct and Operating Principles and Policy Letters and of the Company's
environmental, disclosure and other specific and general programs regarding
compliance with laws relating to the Company;
regulations involving matters not falling within the substantive coverage of any
other committee of the Board, and Company responses to any such proposals;
by the Company or by any committee or foundation affiliated with the Company;
resolutions of the Board.
The Public Policy Committee shall have a Chairman appointed by the Board of Directors.
The Committee shall consist of that number of directors as the Board shall determine from
time to time; provided that such number not to be less than two members in accordance with
Article III, Section 5 of the bylaws of the Company.
III. MEETINGS AND ATTENDANCE
The Public Policy Committee shall meet at such times as the Chairperson of the Committee
shall designate and notice of such meetings shall be given to Committee members all in
accordance with the bylaws of the Company. Directors not on the Committee may attend
meetings at their discretion. At the invitation of the Chairman, members of management
or outside consultants shall attend Public Policy Committee meetings. One-third of the
Committee but not less than two members shall constitute a quorum for the transaction of
Unless the Committee by resolution determines otherwise, any action required or
permitted to be taken by the Committee may be taken without a meeting if all members
of the Committee consent thereto in writing, and the writing or writings are filed with
the minutes of the proceedings of the Committee.
IV. RESPONSIBILITIES AND DUTIES
Public Policy Committee Charter
The Public Policy Committee shall review this charter periodically for adequacy and
recommend to the Board any necessary changes.
Code of Worldwide Business Conduct
The Public Policy Committee shall review the Company's Code of Worldwide Business
Conduct periodically for adequacy and recommend to the Board any necessary changes.
The Committee shall periodically review the Company's program to monitor compliance
with the Code of Worldwide Business Conduct.
Charitable and Political Contributions
The Committee shall review all charitable and political contributions made by the
Company or by any committee or foundation affiliated with the Company.
The Committee shall review consumer, community and government relations issues
bearing on the business or operations of the Company.
The Committee shall review and oversee the environmental, disclosure, and other
specific and general compliance programs of the Company and shall recommend any
measures that may be taken to improve the effectiveness of these programs.
The Committee shall review legislative proposals and proposed regulations affecting the
Company and involving matters not falling within the substantive coverage of another
The Committee shall review policies and activities related to equal employment and
diversity in the workplace, as well as employee safety, employee benefits and other
employee-related matters that affect employee satisfaction, morale and effectiveness.
Reports and Minutes
The Committee shall report to the Board periodically or as required by the nature of its
duties on all of its activities and shall make such recommendations to the Board as the
Committee decides are appropriate. The Secretary of the Company shall publish minutes
for each meeting. The Chairman of the Committee shall review and approve the
Committee minutes and they shall be filed by the Secretary of the Company with the
records of the Company. Copies of such minutes shall be presented to each Board