Environmental, Health, Safety and Quality Committee Charter
Effective January 25, 2018
Ashland Global Holdings Inc. (“Company”) is committed to operating our businesses safely and responsibly and in compliance with all regulations. The Company is committed to protecting the health and safety of its employees and the public and sustaining the quality of the environment for future generations. Ashland is also committed to producing and providing safe and quality products for our customers. The primary responsibility for assuring the Company’s compliance with applicable environmental, health, safety and product safety laws and regulations is vested in the operating management of the Company. The Company’s Board of Directors (“Board”) believes that the Company must continuously earn the trust and confidence of its employees, customers, shareholders and neighboring communities and other stakeholders in its commitment to operating safely and responsibly. In order to monitor such compliance and performance, as well as EHS and Quality issues affecting the Company, the Board has established the Environmental, Health, Safety and Quality Committee (“Committee”). The Committee is appointed by the Board to review and oversee the Company’s EHS, Quality, and Compliance policies, programs and practices and any EHS, quality, or compliance issues that affect, or could affect, the Company’s employees, customers, shareholders, and neighboring communities.
The Committee is composed of three or more directors of which at least two-thirds of the members are independent directors, as determined by the Board. The Board elects the members of the Committee upon the recommendation of the Governance and Nominating Committee of the Board at the annual organization meeting of the Board for terms of one year, or until their successors are duly elected and qualified. Members shall serve at the pleasure of the Board. Unless a Chairman of the Committee is elected by the full Board, the members may designate a Chairman by majority vote of the full membership of the Committee.
The Committee shall meet four times a year and at such other times as required, upon the call of the Chairman of the Committee or the Chairman of the Board. A majority of the members of the Committee shall constitute a quorum.
Oversee, review and receive updates on the Company’s EHS, Quality, and compliance policies, programs, practices, and audits and any issues, as well as its competitors’ activities, and industry best practices.
Oversee and review regulatory, environmental, and health and safety trends, issues and concerns which affect or could affect the Company’s EHS practices, including the Company’s overall environmental compliance, remediation and sustainability efforts related to operations, products and services.
Oversee and review product safety and quality trends, issues and concerns which affect or could affect the Company’s product safety or quality practices, including the Company’s overall efforts related to product safety and quality.
Oversee, review and receive updates on the Company’s policies regarding EHS, and Quality compliance and business continuity risks.
Report to the Board regularly concerning implementation of policies and assist the Board in assuring compliance with and implementation of these policies to improve the Company’s EHS and Quality practices, or to further the interests of the Company’s employees, customers, shareholders, or neighboring communities.
The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate.
The Committee shall have authority to obtain advice and assistance from legal, accounting or other outside advisors.
The Committee shall report its actions and recommendations to the Board after each Committee meeting and shall conduct and present to the Board an annual performance evaluation of the Committee. The Committee shall review at least annually the adequacy of this charter with the Governance and Nominating Committee of the Board and recommend any proposed changes to the Board for approval.
Janice J. Teal, Ph.D., former group vice president and chief scientific officer for Avon Products Inc., was elected to the company’s board of directors in September 2012. Dr. Teal serves as chair of the Environmental, Health, Safety and Quality Committee and a member of the Compensation Committees. She brings 28 years of leadership and scientific research experience to Ashland’s board. Prior to her retirement from Avon in 2010, she led the company’s global research and development team of chemists and scientists, with responsibility for the development and support of Avon’s worldwide product lines. Before that, Dr. Teal served as vice president of the Avon Skin Care Laboratories, where she led the bioscience research and skin care teams that ultimately led to the growth of the Anew Skin Care brand to over $1 billion in sales. She had additional responsibility for development of Avon’s vitamin and nutritional lines. Dr. Teal joined Avon in 1982 as a program leader in toxicology and built Avon’s first pharmacokinetics and cell culture laboratories. She earned a Ph.D. in pharmacology from Emory University and served as a Research Fellow in toxicology at New York University. She previously served on the board of directors of Arch Chemicals, which was acquired last year by Lonza Group Ltd.
William Dempsey joined Ashland's board in July 2016 and serves on the Audit Committee and the Environmental, Health, Safety and Quality committee. He previously served in various executive positions with Abbott Laboratories from 1982-2007, including executive vice president of global pharmaceuticals from 2006, senior vice president of pharmaceutical operations from 2003 and senior vice president of international operations from 1999. He currently serves as a director of Landauer Inc. (NYSE: LDR) and Hill-Rom Holdings (NYSE: HRC). He also served on the board of Hospira, Inc. through September 2015 and Nordion, Inc. through 2014.
Dr. Ihlenfeld was elected to the Ashland board of directors in January 2017. He formerly served as Senior Vice President, Asia Pacific, for 3M Company, a leader in technology and innovation from 2006 until his retirement in 2010. He held various leadership positions during his 33-year career at 3M Company, including Senior Vice President, Research and Development from 2002 to 2006, Vice President of its Performance Materials business, and Executive Vice President of its Sumitomo/3M business in Japan. He is a director of Celanese Corporation, where he serves on the Compensation Committee and the Environmental, Health, Safety and Quality Committee.
Jerome A. Peribere joined Ashland's board in January 2018. He serves on the Environmental, Health, Safety and Quality Committee and the Compensation Committee. Mr. Peribere retired as president and chief executive officer of Sealed Air Corporation in December 2017 after serving in that role since March 2013. He previously worked for 35 years at The Dow Chemical Company, where he held a variety of leadership roles throughout the world. Mr. Peribere previously served as president and chief executive officer of Dow Advanced Materials, where he led the integration of the Rohm and Haas acquisition. Prior to that, he spent the majority of his career in Dow AgroSciences.
Mark Rohr joined Ashland's board of directors in 2008 and serves on the Audit and Environmental, Health, Safety and Quality committees.
Mr. Rohr is chairman of the board and chief executive officer of Celanese Corp., a position he has held since April 2012. Prior to that, he served as executive chairman of Albemarle Corp. Previously, he held several executive positions with Albemarle, including chief executive officer, president and chief operating officer. Before joining Albemarle, he served with Occidental Chemical Corp. as senior vice president – specialty chemicals. Mr. Rohr also serves on the executive committee of the American Chemistry Council and the advisory board of Mississippi State University College of Arts and Sciences.
Kathleen Wilson-Thompson joined Ashland’s board in July 2017 and serves on the compensation committee and the environmental, health, safety and quality committee. She is executive vice president and global chief human resources officer at Walgreens Boots Alliance Inc. (NASDAQ: WBA), the largest retail pharmacy, health and daily living destination across the USA and Europe. Prior to this, she was senior vice president and chief human resources officer for Walgreens since 2010. Prior to her role at Walgreens, she held several positions of increasing responsibility in the operations and legal departments at Kellogg Company (NYSE: K). She left Kellogg as senior vice president of global human resources to join Walgreens. She also worked as vice president and staff counsel of litigation and banking law for Michigan National Corporation. Ms. Wilson-Thompson earned a bachelor’s degree from the University of Michigan and a Juris Doctorate and an LLM, master of laws in corporate and finance law from Wayne State University. She has served as a director of Vulcan Materials Company (NYSE: VMC), a producer of construction aggregates, since 2009.