Corporate Responsibility Committee of the Board of Directors Charter

Review/Issue Date: April 27, 2016
Previous Review/Issue Date: April 30, 2015

I. Purpose

The Corporate Responsibility Committee is a Committee of the Board of Directors. It shall act in an advisory capacity to the Board and management with respect to policies and strategies that affect the Company's role as a socially responsible organization. While the Committee has the responsibilities set forth in this Charter, it is the duty of management to plan and implement the Company's programs with respect to corporate responsibility and to determine whether the Company's corporate responsibility policies and practices constitute the most appropriate policies and practices for the Company.

II. Composition

The Corporate Responsibility Committee shall be composed of two or more directors. The members of the Committee shall meet the independence requirements of the New York Stock Exchange. The Nominating, Governance & Management Development Committee of the Board of Directors shall recommend to the Board the directors to be elected to this Committee, including designating one to serve as Chairman.

The members of the Committee shall be elected by the Board of Directors at the annual organizational meeting of the Board and shall serve until the next annual organizational meeting or until their respective successors shall be duly elected and qualified; provided, however, that members of the Committee may be removed by the Board.

III. Meetings

The Corporate Responsibility Committee shall meet at least two times per year. The Committee may also hold any special meetings as may be called by the Chairman of the Committee, a majority of the members of the Committee or at the request of management. A quorum for any meeting shall be a majority of the members. Members of senior management and others may attend meetings of the Committee at the invitation of the Committee and shall provide pertinent information as necessary.

The Chairman of the Committee shall consult with management on the preparation of the agenda for each meeting and use reasonable efforts to cause management to distribute the agenda and supporting materials to the Committee members prior to each meeting. The Chairman will also cause minutes of each meeting to be prepared and circulated to the Committee members. Meeting agendas and minutes shall also be distributed to the directors who are not members of the Committee. The Committee may meet via telephonic or video conferencing facilities.

The Committee may form and delegate authority to subcommittees when appropriate.

The Committee shall report regularly to the Board of Directors as to its activities.

IV. Functions

  1. The Corporate Responsibility Committee shall monitor management's policies (including the development of management's policies) and performance relating to corporate responsibility, including social, employment, environmental and other matters of significance to the Company's reputation as a global corporate citizen.

  2. The Committee shall monitor the process that is undertaken to prepare the Company's annual Corporate Responsibility Report and shall review and be consulted with regarding the Report prior to its publication.

  3. The Committee shall meet with the Company's Chief Risk Officer regarding human rights and environmental matters of significance to the Company.

  4. The Committee shall review significant lawsuits, investigations by governmental entities and other significant legal matters, as well as significant reports or investigations provided to the Company or published by any recognized non-governmental organization, involving the Company or one of its affiliates that affect the Company's reputation as a global corporate citizen.

  5. The Committee shall review and make recommendations to the Board regarding stockholder proposals that relate to matters of corporate responsibility and are submitted for inclusion in the Company's proxy statement for its annual meeting of stockholders.

  6. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

  7. The Committee shall annually review its own performance.

  8. The Committee shall perform any other duties assigned to it by the Board.