The purpose of the Technology Committee (the "Committee") is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to the overall role of technology in executing the business strategy of the Corporation including, but not limited to, major technology investment, technology strategy, operational performance and technology trends that may affect portfolio issues.
Specific Responsibilities and Duties
The Committee will have the responsibility to:
- Review and approve the Corporation’s technology planning and strategy.
- Review significant technology investments and expenditures.
- Monitor and evaluate existing and future trends in technology that may affect the Corporation's strategic plans, including monitoring of overall industry trends.
- Receive reports from management concerning the Corporation's technology operations including, among other things, software development project performance, technical operations performance, technology architecture and significant technology investments and approve related policies or recommend such policies to the Board for approval, as appropriate.
- Receive and review reports from management concerning the Corporation’s Information Security Division, including the annual Cybersecurity plan and escalated significant Cybersecurity incidents.
- Perform any other activities consistent with this charter, the Corporation’s by laws and governing law as the Board of Directors shall specifically delegate to the Committee.
Notwithstanding anything in this charter, responsibility for the oversight of risks associated with technology, including risk assessment and risk management, shall remain with the Risk Committee of the Board, with reports to the Audit Committee of the Board as appropriate.
Resources and General Considerations
In carrying out its oversight responsibilities, each Committee member shall be entitled to rely on the integrity and expertise of those persons providing information to the Committee and on the accuracy and completeness of such information, absent actual knowledge of inaccuracy.
The Committee will have the resources and authority appropriate to discharge its responsibilities, including sole authority to retain and terminate the engagement of such consultants or independent counsel to the Committee as it may deem necessary or helpful in carrying out its responsibilities, and to establish the fees and other terms for the retention of such consultants and counsel, such fees to be borne by the Corporation.
Composition, Meetings and Procedures
The Committee will consist of three or more independent directors.
Technology Committee members and the Committee Chairman (a) shall be appointed annually by the Board of Directors on recommendation of the Corporate Governance, Nominating and Social Responsibility Committee and (b) serve at the pleasure of the Board.
Except as limited by law, regulation or the rules of the New York Stock Exchange, the Committee may form subcommittees for any purpose that it deems appropriate and may delegate to such subcommittees or to members of the Corporation's management such power and authority as it deems appropriate, provided, however, that any such subcommittees shall meet all applicable independence requirements and that the Committee shall not delegate to persons other than independent directors any functions that are required — under applicable law, regulation, or stock exchange rule — to be performed by independent directors.
The Committee shall meet as frequently as necessary to fulfill its duties and responsibilities, but not less frequently than semi-annually. A meeting of the Committee may be called by its chairman or any two members of the Committee.
The Committee may request any officer or employee of the Corporation, or any special counsel or advisor, to attend a meeting of the Committee or to meet with any members of, or consultant to, the Committee. The agenda for each Technology Committee meeting will provide time during which the Committee can meet separately in executive session with management, including the Executive Committee member responsible for Technology and the Chief Information Security Officer, and as a Committee to discuss any matters the Committee or these groups believe should be discussed.
Minutes of its meetings will be approved by the Committee and maintained on behalf of the Committee. The Committee shall report its activities to the Board of Directors on a regular basis and make such recommendations as it deems necessary or appropriate.
Annual Performance Evaluation and Charter Review
Annually, there shall be a performance evaluation of the Committee, which may be a self-evaluation or an evaluation employing such other resources or procedures as the Committee and the Corporate Governance, Nominating and Social Responsibility Committee may deem appropriate. The Committee will review and assess the adequacy of this Charter annually and recommend changes to the Board of Directors when necessary.
Approved: August 8, 2023