2003 Other Charter: LPX
ENVIRONMENTAL AND COMPLIANCE COMMITTEE
The Environmental and Compliance Committee (prior to August 3, 2002 the Environmental Affairs Committee and hereinafter referred to as the "Committee") of the Board of Directors (the "Board") of Louisiana-Pacific Corporation ("LP") shall consist of three or more directors of LP appointed by the Board. The Board may appoint and remove members of the Committee at any time, including alternate members to act in the place of any absent or disqualified members. The Committee must have at least three members in order to act. The Board shall appoint a Chairman of the Committee.
II. Meetings of the Committee
A. Regular Meetings. The Committee shall hold at least two face-to-face meetings per year. The Chairman of the Committee will, in consultation with the other members of the Committee, be responsible for calling such meetings, establishing agenda therefor and supervising the conduct thereof.
B. Special Meetings. Special face-to-face or telephonic meetings may be called at any time by the Chairman of the Committee or any two members of the Committee. The person or persons calling any such meeting shall establish the agenda therefor, and the Chairman of the Committee shall supervise the conduct thereof.
C. Minutes. The Committee shall keep minutes of all of its meetings showing all matters considered by it and the actions taken thereon, and shall submit a report of such meetings at the next regular meeting of the Board.
D. Quorum and Manner of Acting. A majority of the members of the Committee shall be present in person at any meeting of the Committee in order to constitute a quorum for the transaction of business at such meeting. The affirmative vote of a majority of the members of the Committee present at a meeting at which a quorum is present, or the written consent of all of the members of the Committee without a meeting, shall be the act of the Committee.
E. LP Personnel. The Committee may request the presence at any meeting of such LP personnel including, without limitation, LP's Vice President of Environmental Affairs, Director of Technology, Director of Compliance and Director of Internal Audit, as the Committee deems desirable in order to obtain the information necessary to carry out its purposes, responsibilities and duties hereunder.
III. Purpose of the Committee
A. Oversight - Environmental Matters. The Committee shall assist the Board in fulfilling its oversight responsibilities relating to the effectiveness of LP's environmental management systems and compliance programs, with the objective of helping to ensure that such systems and programs are effective in preventing, detecting and responding to environmental problems.
B. Oversight - Legal Compliance. The Committee shall assist the Board in fulfilling its oversight responsibilities relating to the effectiveness of LP's legal compliance programs, with the objective of helping to ensure that LP complies with all applicable laws, regulations and agency requirements.
IV. Responsibilities and Duties of the Committee
A. Environmental Matters. With respect to matters that relate to the environment, the Committee shall review and make recommendations to the full Board and LP management regarding the following:
1. LP's policies regarding protection of the environment.
2. LP's compliance with environmental laws and regulations and, as appropriate, negotiated agreements and permits.
3. LP's policies regarding environmental compliance that are established and communicated to employees and compliance training provided to LP employees with respect to those policies.
4. LP's environmental management structure, strategy and systems.
5. Significant filings with the EPA or state environmental agencies.
6. Environmental reports that are included in LP's communications to stockholders and filings with the Securities and Exchange Commission.
1. LP's compliance with all federal and state laws, regulations and rules and agency requirements relating to product quality, safety and health, and employment.
2. LP's compliance with all other federal and state laws, regulations and rules applicable to LP and relating, without limitation, to antitrust and insider trading activities, political contributions, and gifts or other payments to domestic and foreign persons and entities.
3. LP's policies regarding legal compliance that are established and communicated to employees and compliance training provided to LP employees with respect to those policies.
4. LP's procedures for communicating to employees actual violations of law or LP policies that occur and the actions taken by LP in response.
5. Matters and issues raised by LP employees through LP's Confidential Reporting Service.
6. Responses of employees to LP's annual Business Ethics Questionnaire.
D. Performance Evaluation of the Committee. The Committee shall annually conduct a self-evaluation of its effectiveness and its compliance with the Committee's Charter. The Committee shall report its findings and conclusions to the Board at the next regular Board meeting following completion of each such evaluation.
Dated: February 1, 2003