Effective February 7, 2023
Member Qualification and Selection
The Technology and Environmental Sustainability 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.
Meetings
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 Bylaws.
Statement of Policy
The Committee shall advise the Board with respect to the Board’s responsibilities for oversight of (i) the Company’s strategy and effectiveness in utilizing technology and innovation in its product portfolio; (ii) review and assist in the oversight of potential risks associated with technology, and (iii) review and assist in the oversight of the Company’s environmental sustainability policies and programs.
Responsibilities and Processes
A. Innovation and Technology
The Committee shall:
- Review and monitor the overall strategy, direction, and effectiveness of the Company’s innovation and technology, including the impact on the Company’s performance, growth and competitive position;
- Review and monitor the strategy and allocation of Company’s research and development (R&D) activities and resources, including product line extensions and new product platforms;
- Periodically review the Company’s overall intellectual property (IP) strategies and patent and copyright portfolio management direction;
- Monitor and review the Company’s resource allocation related to technology and R&D;
- Monitor and analyze technological and digital trends that may impact the Company’s overall business strategy, global business continuity and financial performance;
- Monitor and identify disruptive innovations and technologies that may impact the Company’s overall business strategy, global business continuity and financial performance;
- Review and evaluate the Company’s engineering and technology talent processes, including talent acquisition, development, retention, management and succession plans for key leadership positions;
- Monitor and review the Company’s policies and programs related to product safety;
- Monitor and identify the Company’s major risk exposures related to technology; and
- Monitor and analyze the Company’s policies and programs related to product technology cybersecurity.
B. Environmental Sustainability
The Committee shall:
- Periodically review the Company’s overall environmental sustainability goals;
- Monitor and review the Company’s policies and programs on environmental sustainability;
- Review the environmental sustainability portions of the Company’s ESG Report; and
- Receive briefings from management on regulatory and public policy trends related to environmental sustainability that may impact the Company’s overall business strategy.
C. 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 request.
- 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 the 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.
Technology and Environmental Sustainability Committee Charter
