Public Issues And Diversity Review Committee Charter
Purpose
The Committee is established by the Board to aid the Board in discharging its responsibilities relating to public issues and diversity.
Committee Membership
The Committee shall consist of no fewer than three members. The members of the Committee shall be established by the Board and removed by the Board. A majority of the members shall constitute a quorum.
Committee Authority and Responsibilities
1. The Committee will review Company policy and practice relating
to significant public issues of concern to the shareowners, the
Company, the business community and the general public, including
the Company's progress toward its diversity goals, compliance
with its responsibilities as an equal opportunity employer, and
compliance with any legal obligations arising out of the resolution
of employment discrimination class action litigation. The Committee
will receive annual or more frequent presentations by management
and others on subjects in the public arena and/or related to the
accomplishment of the Company's diversity and equal opportunity
goals. These could include presentations on EEO matters, policies
of importance to consumers, charitable contributions, international
issues affecting the Company, and other legal issues of particular
public interest. The Committee will also review management's position
on all shareowner proposals and recommend positions to be taken
by the Board in the annual proxy.
2. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
3. The Committee shall make regular reports to the Board.
4. The Committee may form and delegate authority to subcommittees as appropriate.
5. The Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
6. The Committee shall annually review its own performance.
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