Health and Safety Committee Charter
Cytec Industries Inc.
Adopted by resolution of
the Board of Directors
April 22, 2004
The Committee's Purpose
The Environmental, Health and Safety Committee is a standing committee of the Board of Directors of Cytec Industries Inc. The purpose of the Committee is to discharge the responsibility of the Board in providing oversight of those policies and practices which may affect the performance and reputation of the Company in the areas of safety, security, occupational health and environmental affairs.
The Committee’s additional purpose is to perform the functions of the Environmental Oversight Committee set forth in the Environmental Matters Agreement between the Corporation and American Cyanamid Company, dated as of December 17, 1993, as amended.
Composition of Committee
The Committee shall be composed of a minimum of two directors elected by the Board, including the Chair. One member of the Committee will be the director elected by the holder of the Corporation’s Series C Preferred Stock.
The Committee shall meet at least two times annually, or more frequently as circumstances dictate. Meetings of the Committee may be called by the Chairman of the Committee or the Chairman of the Board of Directors. The Committee shall establish its own agenda and shall maintain minutes of its meetings. The Chairman of the Committee, or his designate, shall regularly report to the Board of Directors on the Committee's activities and recommendations for management.
Duties and Responsibilities
The Committee shall review and may make timely recommendations to Management in the following areas:
• Review the annual environmental, health and safety targets for the Corporation.
• Ensure that appropriate long term safety, health and environmental goals are in place and evaluate the Corporation’s progress against those goals.
• Review the Corporation’s compliance with
safety, health and environmental laws and regulations affecting the Corporation
and its subsidiaries and affiliated companies.
• Review emerging safety, health and environmental trends in legislation and proposed regulations affecting the Corporation.
• Review research on health, safety and environmental effects that may impact the Corporation’s business.
• Review and ensure incorporation of safety, health and environmental concerns in the Corporation’s New Product Research and Development programs.
• Review the long term implications of the Company’s involvement in waste disposal and plant site remediation.
• Review and approve the Corporation’s Annual Environmental Remediation Plan.
• Review the compliance by the Corporation with the Annual Environmental Remediation Plan and with the standards of remediation required by the Environmental Matters Agreement.
• Recommend to the Board of Directors action with respect to any environmental matter requiring Board of Directors approval, including but not limited to those relating to environmental liabilities assumed from American Cyanamid Company.
• Review and approve any request by the Corporation to challenge or appeal any regulatory, judicial or similar requirement relating to environmental liabilities assumed from American Cyanamid Company if the potential loss to the Corporation if it loses such appeal is $5M or more.
• Conduct an annual self-evaluation of the Committee's performance.
Additionally, the Committee shall have the authority to retain and terminate any outside consultants in the environmental, safety, health and security areas, including authority to approve such firm's fees and other retention terms.