2003 Committee Charter : ROH

CHARTER OF THE COMMITTEE ON SUSTAINABLE DEVELOPMENT OF THE BOARD OF DIRECTORS OF
ROHM AND HAAS COMPANY
(As Amended, Approved and Adopted March 2003)

Purpose
Organization and Membership Qualifications
Member Compensation
Meetings and Procedures
Duties and Responsibilities


Purpose

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.


Organization and Membership Qualifications

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.


Member Compensation

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.
The Committee on Sustainable Development shall meet as often as it may deem necessary and appropriate in its judgment, and in no event less than four (4) times per year, and members are expected to attend in person. A majority of the members of the Committee on Sustainable Development shall constitute a quorum, and a member may participate in a meeting by telephone if necessary to constitute a quorum or otherwise conduct the business of the committee.
The Chairperson of the Committee on Sustainable Development or a majority of its members may call a special meeting of the Committee on Sustainable Development.
The Committee on Sustainable Development may form and delegate authority to subcommittees when appropriate, or may designate one or more of its members the authority to act on behalf of the Committee, unless the authority so delegated or designated is required by law, regulation, listing standard, or the Company's Bylaws to be exercised by the Committee on Sustainable Development as a whole.
The Committee on Sustainable Development may request that any directors, officers, or employees of the Company, or other persons whose advice or counsel are sought by the Committee on Sustainable Development, attend any meeting to provide such information as the Committee on Sustainable Development requests.
Following each of its meetings, the Committee on Sustainable Development shall deliver a report on its meeting to the Board, including a description of all actions taken by the Committee on Sustainable Development at its meeting.
The Committee on Sustainable Development shall keep written minutes of its meetings, and these minutes shall be maintained with the books and records of the Company.

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.
Have the authority to obtain advice and assistance from internal and external advisors to carry out its duties and responsibilities. Funding for the retention of any such advisors will be provided by the Company.
Biennially review and assess the adequacy of this Charter and recommend any proposed changes to the Board for its approval.
Biennially review and assess its own performance and deliver a report to the Board setting forth the results of its evaluation.