The Corporate Social Responsibility Committee (the "Committee") is appointed by the Board of Directors (the "Board") to promote a culture that emphasizes and sets high standards for corporate social responsibility and reviews corporate performance against those standards. The Committee will consider the impact of the Corporation’s businesses, operations and programs from a social responsibility perspective, taking into account the interests of shareholders, clients, employees, communities and regulators.
In carrying out their responsibilities, Committee members are entitled to rely on the accuracy and completeness of information provided by employees and consultants and on their expertise, where applicable, absent their actual knowledge to the contrary.
The Committee will have the appropriate resources and authority to discharge its responsibilities, including the authority to retain and terminate the engagement of such consultants and counsel to advise it as the Committee 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.
The Committee will consist of three or more Directors, each of whom shall have been determined to be independent in accordance with the Corporation's Corporate Governance Guidelines. Committee members and the Committee Chairman will be appointed annually by the Board on the recommendation of the Corporate Governance and Nominating Committee and serve at the pleasure of the Board.
The Committee may form subcommittees for any purpose and may delegate to such subcommittees or to members of the Corporation's management such powers and authority as it deems appropriate.
The Committee shall meet as frequently as necessary to fulfill its duties and responsibilities, but not less than three times per year. A meeting of the Committee may be called by its Chairman or any two members. Minutes of its meetings will be approved by the Committee and maintained by the Corporation on behalf of the Committee. The Committee will report its activities to the Board.
The Committee shall provide oversight of the Corporation's operations and programs regarding:
The Committee will also engage in discussions regarding the Corporation’s operations and initiatives that can create a positive or negative impact from a social responsibility perspective.
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 may deem appropriate. The Committee will review and assess the adequacy of this charter annually and recommend changes to the Board when necessary.
Approved: April 11, 2017