2004 Committee Charter : CSX

Public Affairs Committee Charter

The Committee shall consist of a minimum of three members of the Board of Directors. Members of the Committee and the Committee Chair shall be elected by the Board annually based on the recommendation of the Nominating and Organization Committee. Members shall serve until their successors have been duly elected and qualified.

The purpose of the Committee shall be to review and make recommendations to the Board on major public policy issues facing the Corporation and to monitor how the Corporation's activities and practices affect its public reputation. In furtherance of this purpose, the Committee shall have the following authority and responsibilities:

To monitor significant legal, legislative and regulatory initiatives and rulemaking by federal, state, and local government authorities as well as other public issues of significance that affect the Corporation and its shareholders.

To monitor relationships with external constituencies and provide oversight of the Corporation's community affairs activities, including the corporate philanthropy policy.

To provide oversight of the Corporation's compliance with legal requirements and internal policies relating to equal employment, diversity in the workplace, employee safety, and environmental protection, as well as how the Corporation's procedures and processes affect employee satisfaction, morale and effectiveness.

The Committee's jurisdiction regarding issues that may result in liability for the Corporation shall not include responsibilities of the Audit Committee with respect to monitoring major controversies, litigation and reserves required to be established in accordance with appropriate accounting practices.

The Committee may obtain advice and assistance, as needed, from internal and external legal, accounting, search firms or other advisors, including the retention, termination and negotiation of terms and conditions of the assignment.

The Committee shall meet from time to time at the call of its Chair, but not less than twice each fiscal year. The Committee shall report to the full Board of Directors significant issues that come to its attention in the course of performing these duties.