determines and approves the CEOs compensation based upon such evaluation; (iii) assists the Board in establishing a succession plan for the position of CEO; (iv) reviews the
Companys plans for management development and senior management succession; (v) establishes executive compensation policies and programs, ensuring that such plans do not encourage unnecessary risk-taking; (vi) approves salaries,
target bonus levels, and payments to be made to senior management (other than the CEO); (vii) approves a maximum value pool of options and other equity-based awards to be granted to non-senior management
employees, with the Chair of the Committee and Chief Executive Officer approving any such individual awards; (viii) oversees and periodically reviews the Companys development and implementation of belonging, inclusion, diversity and
equity initiatives, programs, and policies, including those related to human capital management; (ix) oversees the Companys policies and practices relating to the social responsibility aspects of its ESG program; (x) considers
current and emerging social trends or issues and recommends to the Board, as appropriate, policies and practices to address such trends or issues; (xi) reviews with management the CD&A; (xii) oversees compliance with the Companys
recoupment policy; (xiii) oversees compliance with the Companys stock ownership and retention policy; and (xiv) selects and oversees the performance of the compensation consultant, ensuring such consultants independence.
Corporate Governance Committee: The Corporate Governance Committee (i) identifies nominees
and reviews the qualifications of persons eligible to stand for election as Directors in light of the factors of independence, knowledge, judgment, character, leadership skills, education, experience, financial literacy, standing in the community,
and diversity of backgrounds and views, including, but not limited to, gender, race, ethnicity and national origin, and makes recommendations to the Board; (ii) reviews and recommends candidates for Committee membership and chairs;
(iii) advises the Board with respect to significant developments in corporate governance matters; (iv) reviews and assesses the performance of the Board and each Committee; (v) reviews and recommends Director compensation;
(vi) monitors compliance with the Companys code of business conduct and ethics; (vii) reviews director and officer indemnification and insurance coverage; (viii) oversees the corporate governance aspects of the Companys
ESG program; and (ix) considers current and emerging corporate governance trends or issues and recommends to the Board, as appropriate, policies and practices that address such trends or issues.
Pension Committee: The Pension Committee (i) reviews and recommends certain amendments to qualified
defined benefit and defined contribution pension and retirement plans and (ii) receives reports from relevant management committees and service providers with respect to activities, finances and special topics related to such plans.
Safety, Environmental and Regulatory Compliance Committee: The Safety, Environmental and Regulatory
Compliance Committee (i) reviews the adequacy of, and provides oversight with respect to, the Companys strategy, policies, practices, programs, procedures, initiatives and training as they relate to safety, the environment (including
climate change and sustainability) and regulatory compliance; (ii) reviews the principal safety, environmental, and regulatory compliance risks that affect or could affect the Company, its operations, or its overall business, employees,
contractors, customers, the communities that it serves, or the environment, and oversee managements efforts to identify, assess, monitor, manage and mitigate such risks; (iii) reviews the Companys policies and programs to promote
cyber security and data privacy; (iv) reviews the Companys operational business risks; (v) reviews managements long-term safety, environmental, and regulatory compliance goals; (vi) keeps abreast of the regulatory
environment within which the Company operates; (viii) reviews information and reports on various safety, environmental (including climate change and sustainability), and regulatory compliance issues or trends raised by management and third
parties and recommends to the Board, as appropriate, policies and practices that address such issues or trends; and (ix) oversees the safety, environmental and regulatory compliance aspects of the Companys ESG program.
Executive Committee: The Committee has limited powers to act on behalf of the Board of Directors between
regularly scheduled meetings on matters that cannot be delayed.
Selection of Board Candidates
The Corporate Governance Committee conducts an annual assessment of the composition of the Board and Committees and establishes, with the
Board, the appropriate qualifications, skills, experience and characteristics required of Board members. The Committee seeks director candidates based upon a number
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