Health, Safety and Environment Committee
Health, Safety & Environment Committee Charter
as amended and restated effective November 3, 2016
The Board of Directors (the “Board”) of Albemarle Corporation (the “Company”) established the Health Safety & Environment Committee (the “Committee”) for the following purposes:
- Assist the Board’s assessment of the Company’s health, safety, environment and sustainability programs and initiatives; and
- Assist the Board’s oversight of matters relating to protecting and/or enhancing the Company’s global reputation of responsible corporate stewardship, conscientious corporate social responsibility and product sustainability.
- Structure and Membership
The Committee will have three or more members appointed annually by the Board, based on the recommendation of the Nominating & Governance Committee. The Board also will designate a Chair of the Committee.
- Authority and Responsibilities
The Committee is authorized to delegate to its Chair, any one of its members or any subcommittee it may form, the responsibility and authority for any particular matter, as it deems appropriate from time to time under the circumstances. Any decision of a subcommittee, including a single-member subcommittee, must be presented to the full Committee at its next scheduled meeting.
The Committee will review and oversee:
- Emerging global health, safety, environmental and sustainability issues and the potential impact those issues may have on the Company;
- The Company’s global public policy and advocacy development strategies relating to health, safety, environmental and sustainability issues;
- Status of the Company’s health, environmental and process safety personnel, policies and performance, including activities designed to assure compliance with applicable laws and regulations;
- Annual and long-term goals for the Company’s health, environmental, safety and emissions targets and sustainability initiatives, including status reports on efforts to attain those goals;
- Product stewardship programs and practices, and use of science to manage product risks to ensure the safe manufacture, distribution, use and disposal of Company products;
- The Company's emergency response and crisis communications plans;
- The Company’s philanthropic and political contributions; and
- At least annually, the Committee will review this charter and conduct a performance self-evaluation.
- Procedures and Administration
- Rules. The Committee shall determine its own rules and procedures.
Meetings. The Committee shall meet as it deems appropriate or at the call of the Chair, but in any event no less than three times per year. The Committee may meet in executive session at each session, as it deems appropriate.
- Confidentiality and Privilege. Any Committee deliberations, discussions, communications and/or work product are privileged and confidential as contemplated by common and/or civil law privileges, including: attorney/client communications, self-evaluations and attorney work product. Any action taken by the Committee, such as a resolution or unanimous written consent may be certified and provided to third parties with the understanding that doing so does not, in any way, waive the Committee’s privilege with regard to its deliberations, discussions, communications and/or work product related to the particular resolution, unanimous written consent or any other matter that has come or may come before the Committee.
- Reports to the Board. The Committee Chair will provide regular reports to the Board.
- POSTING REQUIREMENT
The Company shall post this charter on the Company's website as required by applicable rules and regulations. In addition, the Company shall disclose in its Proxy Statement that a copy of this charter is available on the Company's website.