Environmental, Health, Safety and Quality Committee
Environmental, Health, Safety, and Quality Committee Charter
Effective January 29, 2020
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, 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 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.
III. Responsibilities and Authorities
- 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 audit performance and 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 and the overall audit performance.
- Oversee, review and receive updates on the Company’s policies regarding EHS, and Quality compliance and business continuity risks.
- The internal audit program for EHS will report up through the Vice President of EHS and the internal audit program for Quality will report up through the Vice President of Quality. The Committee will review annually the internal audit’s independence, scope, progress, staffing and performance. The Committee will review the audit plan and obtain updates twice annually. The Committee will also review any adverse audit reports and management’s responses to issues raised in these reports. The Committee will ensure there are no unjustified restrictions or limitations on the activities of the EHS and Quality internal auditing teams.
- 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 Chair of the Committee shall meet periodically with the VP of Internal Audit and the SVP of Global Operations, Quality & EHS 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 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.
- Financial Expert
- Independent Director