CHARTER OF THE COMMITTEE ON SUSTAINABLE DEVELOPMENT OF THE BOARD OF DIRECTORS OF
2003 Committee Charter : ROH
ROHM AND HAAS COMPANY
(As Amended, Approved and Adopted March 2003)
The Board of Directors ("Board") of Rohm and Haas Company ("Company") is fully committed to the concept of sustainable development. The purposes of the Committee on Sustainable Development shall be to (i) review and inform the full Board on policies and programs relating to two dimensions of sustainable development, social responsibility and environmental stewardship, while contributing to the long-term economic vitality of the Company, and (ii) oversee the Company's strategies and objectives to proactively address environmental challenges and opportunities within its business activities and industry; protect the health and safety of the Company's workers, its customers and the communities in which it operates; foster diversity and cultural understanding of a global workforce; and build the long-term talent pool of the Company.
The Committee on Sustainable Development shall be appointed by the Board and be composed of at least three (3) directors, each of whom shall meet, as affirmatively determined by the Board at least annually, the independence requirements of governing law, rules, regulations and the listing standards of the New York Stock Exchange.
The members of the Committee on Sustainable Development shall be nominated by the Nominating Committee and appointed by the Board for one year terms. The Nominating Committee shall recommend, and the Board shall designate, one member of the Committee on Sustainable Development to serve as Chairperson. No member of the Committee on Sustainable Development shall be removed except by majority vote of the independent directors of the full Board then in office.
The only compensation a member shall receive for service on the Committee for Sustainable Development is the member's fee as a director.
Meetings and Procedures
The Committee on Sustainable Development shall fix its own rules of procedure, which shall be consistent with the Company's Bylaws and this Charter.
Duties and Responsibilities
To fulfill its duties and responsibilities, the Committee on Sustainable Development shall:
Review the Company's policies and programs and report to the Board the Company's degree of success in meeting the goals of social responsibility and environmental, health and safety stewardship, while contributing to the economic vitality of the Company.