Health, Safety, Environmental and Security Committee Charter
2004 Committee Charter : EMN
The purpose of the Health, Safety, Environmental and Security Committee is to review with management and, where appropriate, make recommendations to the Board regarding the Company's policies and practices concerning health, safety, environmental and security matters. "Security" as used in this Charter refers to those matters within the scope of the American Chemistry Council Security Code and Eastman's Security Policy.
II. Duties and Responsibilities
A. B. C. D. E. F.
The committee shall periodically review with management and report to the Board on health, safety, environmental and security matters involving the Company and any significant liabilities or anticipated significant expenditures with respect thereto.
The committee shall review with management and periodically report to the Board on the Company's health, safety, environmental and security assessment practices and its processes for complying with applicable health, safety, environmental and security laws and regulations, and recommend changes in such practices or processes, where appropriate.
The committee shall periodically review with management the Company's public disclosure and public relations policies and practices with respect to health, safety, environmental, and security matters.
The committee shall review and, where appropriate, make recommendations to the Board regarding matters of public policy concerning health, safety, environmental and security matters where government policies and programs directly impact the Company's flexibility or financial prospects.
The committee shall monitor applicable federal, state and international legislative and regulatory initiatives and the Company's lobbying activities and relationships with government authorities on health, safety, environmental and security matters; monitor related significant matters of public policy; and, periodically report to the Board on such legislative initiatives, lobbying activities and relationships.
The committee shall review the Company's list of public policy issues related to health, safety, environment and security and recommend to management any desirable changes thereto.
The size of the committee shall be determined by the Board based on the recommendation of the Nominating and Corporate Governance Committee, subject to any requirements or limitations in the Company's certificate of incorporation or bylaws. The Board believes that the committee should always have at least three members. Each committee member must be an "independent" director under the Board's Corporate Governance Guidelines. Board appoints committee members and the committee Chair based upon the recommendation of the Nominating and Corporate Governance Committee. Each committee member will serve at the pleasure of the Board for such term as the Board may decide, based on the recommendation of the Nominating and Corporate Governance Committee, or until such committee member is no longer a Board member.
The committee shall meet as frequently as necessary to carry out its responsibilities under this Charter. Typically, the committee will meet at least twice per year. The Chair or a majority of the committee members may call a meeting of the committee at any time. A majority of the number of committee members selected by the Board shall constitute a quorum for conducting business at a meeting of the committee. The act of a majority of committee members present at a committee meeting at which a quorum is in attendance shall be the act of the committee, unless a greater number is required by law, the Company's certificate of incorporation or its bylaws. The Chair shall, in consultation with the other members of the committee, establish the agenda for each committee meeting. Each committee member may submit items to be included on the agenda. Committee members may also raise subjects that are not on the agenda at any meeting. The Chair shall supervise the conduct of the meetings and shall have other responsibilities which the committee may designate from time to time.
The committee may request any officer or employee of the Company to attend a meeting or to meet with any members or representatives of the committee.
The committee shall have the authority to delegate any of its responsibilities to subcommittees thereof as the committee may deem appropriate in its sole discretion.
VI. Annual Review
At least annually, the committee shall review the adequacy of this Charter and recommend any changes to the Board.
VII. Annual Performance Evaluation
At least annually, the committee will evaluate its own performance against the requirements of this Charter and review this evaluation with the Board. The evaluation shall include the goals and objectives of the committee for the upcoming year. The 3 committee shall conduct its review and evaluation in such manner as it deems appropriate.
VIII. Availability of Charter
This Charter will be included on the Company's website and will be made available upon request sent to the Company's Secretary.