2003 Committee Charter : CAT

CATERPILLAR INC.
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
function by:
  • providing general oversight with respect to matters of public and social policy
    affecting the corporation domestically and internationally;
  • providing general oversight regarding investor, consumer and community
    relations issues;
  • providing general oversight regarding employee safety programs, policies and
    procedures;
  • providing general oversight of the Company's dedication to producing products
    and services that support sustainable development of global resources;
  • providing general oversight of the Company's Code of Worldwide Business
    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;
  • providing general oversight regarding major legislative proposals and proposed
    regulations involving matters not falling within the substantive coverage of any
    other committee of the Board, and Company responses to any such proposals;
  • providing general oversight with respect to charitable and political contributions
    by the Company or by any committee or foundation affiliated with the Company;
    and
  • performing such other functions as shall be designated herein or in future
    resolutions of the Board.
    II. COMPOSITION
    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.
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    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
    business.
    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.
    Community Relations
    The Committee shall review consumer, community and government relations issues
    bearing on the business or operations of the Company.
    Legal Compliance
    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.
    3
    The Committee shall review legislative proposals and proposed regulations affecting the
    Company and involving matters not falling within the substantive coverage of another
    Board committee.
    Employee Relations
    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
    member.
    g:/bod/committees/public policy/charter/080801.doc