2004 Committee Charter : C

as of March 16, 2004

Mission

The Public Affairs Committee (the "Committee") is responsible for (i) reviewing the Company's policies and programs that relate to public issues of significance to the Company and the public at large and (ii) reviewing the Company's relationships with external constituencies and issues that impact the Company's reputation.

Membership

The Committee shall consist of at least three members of the Board of Directors, each of whom shall meet the independence requirements of the New York Stock Exchange corporate governance rules and all other applicable laws, rules and regulations governing director independence, as determined by the Board. Members of the Committee and the Committee Chair shall be appointed by and may be removed by the Board on the recommendation of the Nomination and Governance Committee.

Duties and Responsibilities

The Committee shall have the following duties and responsibilities:


  • Review the state of the Company's relationships with external constituencies, how those constituencies view the Company and the issues raised by them.

  • Review the impact of business operations and business practices on the communities where the Company does business.

  • Review political contributions made by the Company and charitable contributions made by the Company and the Citigroup Foundation.

  • Review Community Reinvestment Act performance and compliance with fair lending practices.

  • Review shareholder proposals, management responses and other shareholder activism issues.

  • Review the Company's policies and practices regarding employee and supplier diversity.

  • Review the Company's policies regarding privacy.

  • Conduct an annual review of the Committee's performance and report the results to the Board, periodically assess the adequacy of its charter and recommend changes to the Board as needed.

  • Regularly report to the Board on the Committee's activities.

  • Obtain advice and assistance, as needed, from internal or external legal counsel, or other advisors, with the sole authority to retain, terminate and negotiate the terms and conditions of the assignment.

  • Delegate responsibility to subcommittees of the Committee as necessary or appropriate.

  • Perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time.