ROCKWELL AUTOMATION, INC.
2003 Committee Charter : ROK
TECHNOLOGY, ENVIRONMENTAL AND SOCIAL RESPONSIBILITY
(December 3, 2003)
The Technology, Environmental and Social Responsibility Committee has been constituted by the Board (1) to review and provide oversight to technology-based business issues; and (2) to review and assess the Corporation's policies and practices with respect to matters affecting the Corporation's environmental and social responsibilities.
The Technology, Environmental and Social Responsibility Committee shall consist of at least three members, one of whom shall be designated the chairman. The members and the chairman of the Committee shall be appointed by the Board of Directors on the recommendation of the Board Composition and Governance Committee. Members of the Technology, Environmental and Social Responsibility Committee may be replaced by the Board.
Duties and Responsibilities
The Technology, Environmental and Social Responsibility Committee shall:
1. Review and oversee technology-based issues of importance to the Corporation, including but not limited to:
2. Review and assess the Corporation's policies and practices with respect to matters affecting the Corporation's environmental and social responsibilities including the matters enumerated below; advise the Board of Directors of its findings; and recommend to management and the Board of Directors, as appropriate, new or revised policies and practices on:
3. Make regular reports to the Board of Directors.
4. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board of Directors for approval. Annually review its own performance.
Structure and Operations
The Technology, Environmental and Social Responsibility Committee shall meet at least twice a year, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable.
The Committee may form and delegate authority to subcommittees when appropriate.
The Committee is governed by the rules regarding meetings and quorum and manner of acting as set forth in the Corporation's By-laws. The Committee is authorized to adopt its own rules of procedure not inconsistent with any provision of this Charter, the Corporation's Guidelines on Corporate Governance, or as required by law, regulations or NYSE Listing Standards.