Environmental, Health, Safety and Quality Committee
ENVIRONMENTAL, HEALTH, SAFETY, and QUALITY COMMITTEE CHARTER
Effective August 1, 2022
Ashland 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, while protecting the health and safety of the employees and customers. Ashland is also committed to increasing its portfolio of sustainable products and solutions to better protect the environment and the communities within which we operate. 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, Quality and Environmental ESG (defined as sustainability topics covering sourcing, operations, and solutions) related 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, Environmental ESG and Compliance policies, programs and practices, EHS and Quality audits, 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 and the Chair 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 Chair of the Committee is elected by the full Board, the members may designate a Chair 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 Chair of the Committee or the Chair of the Board. A majority of the members of the Committee shall constitute a quorum. The Committee will keep minutes of its meetings and will regularly report to the Board on its activities, making recommendations as appropriate.
III. Responsibilities and Authorities
- Oversee, review and receive updates on the Company’s EHS, Quality, and Environmental ESG efforts and provide strategic guidance and direction around:
- compliance policies, programs, and practices
- audits and associated challenges,
- competitors’ activities, and industry best practices.
- Oversee and review regulatory, environmental, health and safety trends, issues and concerns which affect or could affect the Company’s:
- EHS practices,
- EHS audit performance
- EHS compliance,
- Remediation performance and activities
- Environmental ESG 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
- Product regulatory compliance
- quality practices and controls
- Audit performance
- Oversee, review and receive updates on the Company’s policies regarding EHS, and Quality compliance and identify business continuity risks.
- The committee will review and approve proposed performance targets for EHS and Environmental ESG. The Committee will also make recommendations to the Compensation Committee based on the overall performance. The Committee can make discretionary recommendations for +/- 10% incentive
- The internal audit program for EHS and Quality will report up through the Vice President of EHS, Sustainability, Quality and Regulatory Affairs. The Committee will review annually the internal audit’s:
- Scope progress,
- staffing and performance.
- 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, Environmental ESG, Quality and Regulatory Affairs practices, or to further the interests of the Company’s employees, customers, shareholders, or neighboring communities.
- The Chair of the Committee shall meet periodically with the VP of Internal Audit and the VP of EHS, Environmental ESG, Quality and Regulatory Affairs in a separate session to review the independence and adequacy of the EHS & Quality audit program and implement any necessary improvements.
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 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.
- Financial Expert
- Independent Director