2003 Committee Charter : EMR

Revised/Effective November 4, 2003
Member Qualification and Selection
The Public Policy Committee and its Chair shall be appointed by the Board of Directors, to
serve at the discretion of the Board, and shall be comprised of at least three directors, each of
whom shall meet applicable independence requirements, including those of the New York
Stock Exchange.
The Committee shall meet regularly, or more frequently as the Committee as a whole or the
Chair may from time to time determine to be appropriate. At all meetings of the Committee a
majority of the Committee members shall be necessary to constitute a quorum for the
transaction of business. Members of the Committee may participate in meetings by means of
conference telephone or similar communications equipment whereby all persons participating
in the meeting can hear each other, and such participation shall constitute presence in person
at the meeting. The Committee may also act as otherwise permitted by law or the Company's
Statement of Policy
The Committee shall oversee the Company's conflict of interest policies, codes of ethics,
environmental policies, political activities, compliance with laws and regulations, external
perception and product liability exposure of the Company and make such recommendations to
the Board that the Committee deems appropriate concerning any changes in such policies and
activities and the Board's operations as provided thereby. The Committee shall also serve as
the Trust Distribution Committee for the Emerson Charitable Trust.
Responsibilities and Processes
A. Contributions
The members of the Committee shall constitute the members of the Trust Distribution
Committee ("Committee") of the Emerson Charitable Trust ("Trust") created August 5,
1976 and shall:
(1) Approve the Company's annual contributions to the Trust and approve
Company contributions of cash or other property to the Trust upon recommendations of
the officers of the Company;
(2) Approve all recommended direct contributions by the Company and all
Trust contributions above the levels delegated to management pursuant to (4) below;
(3) Authorize and direct the Trustee of the Trust;
(4) Have the power to redelegate its authority as the Committee to specified
officers of the Company to review and approve contributions by the Trust, as well as
direct contributions by the Company, up to a level specified from time to time by the
Committee; and
(5) Periodically review policies governing the Company's Matching Gifts
B. Conflict of Interest
Implement and monitor the policies of the Company:
(1) That the Directors, officers and other employees of the Company should
avoid whenever possible any situation which does, or may, involve a conflict between
their personal interest and the interests of the Company;
(2) That it is in the best interests of the Company that continuing efforts be
made to determine whether any such conflicts of interest do, or may in the future, exist,
and, if so, to see that the conflicts are eliminated and/or that the interests of the
Company are properly protected;
(3) That all Directors, officers and other employees of the Company should
be alert and diligent to avoid situations or transactions involving conflicts of interest,
and where such conflicts of interest do exist, to report the same to the Company, to the
end that the interests of the Company may be properly protected; and
(4) That such Directors, officers and other employees should bear in mind
that counsel has advised the Board that a "conflict of interest" might be deemed by the
Courts to exist in any situation in which the individual may be in a position to use his
position with the Company for personal gain (financial, reputational or otherwise), to
the possible detriment of the Company, whether or not detriment to the Company
actually results.
To cause the General Counsel from time to time to transmit to all Directors, officers and
other employees in the top and middle management group of the Company, as well as
such others as may be designated by the Committee, a letter which shall conform in all
respects to the intent of these resolutions, requesting a report of any possible conflict of
interest situations or transactions.
To cause all such Directors, officers and their employees promptly to report any
situation presently existing, or which may in the future exist, which might involve a
conflict of interest; review and act upon any such conflict of interest which may be
found to exist; determine what, if anything, should be done to protect the interests of
the Company; and in any case which shall be deemed appropriate by the Committee,
report the matter to the Board.
C. Ethics
Periodically review, in the light of changing conditions, new legislation, new regulations
and statements of policy of the Securities and Exchange Commission or the New York
Stock Exchange, and other new developments regarding ethical standards and make
recommendations to the Board for any changes, amendments and modifications thereof
which the Committee shall deem desirable.
Provide policy direction and guidance to the Corporate Compliance Official and the
Ethics and Environmental Policy Committee regarding ethics/compliance issues,
including revision, implementation and enforcement of the Company Code of Business
Ethics and Conduct and the Chief Executive and Senior Financial Officers Code of
Review periodically and make recommendations regarding all Company business
practices, procedures, policies, programs and internal controls relating to ethics and
legal compliance.
Evaluate any modifications to any of the Company codes of ethics and recommend to
the Board for Board approval any such modifications to the Company Code of Business
Ethics and Conduct and the Chief Executive and Senior Financial Officers Code of Ethics
as they apply to Directors, executive officers and senior financial officers.
D. External Corporate Relations
Review periodically the Company's environmental compliance programs.
Review annual and other reports regarding the Company's political action committees
and review annually Company activities regarding state and local government ballot and
bond issues.
Review and evaluate from time to time the external perception of the Company among
its principal constituencies, including but not limited to Company communication
activities, stockholder and government relations, and community and civic affairs.
Review and evaluate from time to time developments in the law regarding product
liability and the Company's strategies in response thereto.
E. Other Matters
The Committee and its members shall have unrestricted access to management. The
Committee shall have sole discretion, in its areas of responsibility, at Company expense,
to retain and terminate independent advisors, including sole authority to approve the
fees and retention terms for such advisors, if it shall determine the services of such
advisors to be necessary or appropriate. Should any member of the Committee believe
that participation of management or independent advisors in any discussion of a
particular subject at any meeting would be advisable, they are free to make such
The Committee may, when appropriate in its discretion, delegate authority with respect
to specific matters to one or more members, provided that all decisions of any such
members are presented to the full Committee at its next scheduled meeting.
Reports to Board and Performance Evaluation
The Committee shall report to the Board of Directors regularly regarding issues that arise in
connection with the performance of its responsibilities outlined herein. The Committee shall
review and reassess the adequacy of this Charter at least annually and obtain the approval of
the Board of Directors for any proposed change to the Charter. The Committee shall conduct
an annual evaluation of its performance pursuant to procedures established by the Corporate
Governance and Nominating Committee.