Ashland Inc. (“Company”) recognizes its responsibility to protect the health and safety of its employees and the public and sustain the quality of the environment for future generations. The primary responsibility for assuring the Company’s compliance with applicable environmental, health, safety and product compliance (“EHS&PC”) 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 EHS&PC performance. In order to monitor such compliance as to EHS&PC issues affecting the Company, the Board has established the Environmental, Health, Safety and Product Compliance Committee (“Committee”). The Committee is appointed by the Board to review and oversee the Company’s EHS&PC policies, programs and practices and any product quality 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 at least twice 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.
III. Responsibilities and Authorities
Oversee, review and receive updates on the Company's EHS&PC policies, programs and practices and any product quality isues, 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&PC practices, including the Company's overall environmental compliance, remediation and sustainability efforts related to operations, products and services.
Oversee, review and receive updates on the Company's policies regarding EHS&PC 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&PC 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.