The Public Affairs Committee (the “Committee”) is established by the Board of Directors (the “Board”) to review, monitor, and, as appropriate, report and make recommendations to the Board with respect to, public policy trends and issues that may have an impact on the business operations, financial performance or public image of the Company, corporate policies and practices that pertain to public policy, and Company compliance with various related regulatory requirements.
The Committee shall consist of no fewer than three directors.
Committee Authority and Responsibilities
The Committee shall meet at such times as deemed necessary by the chair of the Committee. The Committee shall report its actions and recommendations to the Board. The Committee may invite to its meetings any director, officer of the Company, or such other person as it deems appropriate in order to assist it in performing its responsibilities. The Committee may form and delegate authority to subcommittees where appropriate.
The Committee shall have the following authority and responsibilities:
1. Review Company policies and practices and monitor compliance in areas of legal and social responsibility, and when appropriate report and make recommendations to the Board with respect to policies and practices including those involving:
- environmental protection
- health and safety of employees
- ethics and the Company’s Code of Conduct
- export control
- regulatory compliance (except financial matters)
- charitable contributions and community relations
- government relations and legislative policy
- political contributions and lobbying
- anticorruption and foreign and domestic consultants and representatives
- government contracting and defense procurement policies
2. Identify and bring to the attention of the Board, as appropriate, current and emerging political, social and environmental trends and public policy issues that may affect the business operations, performance or public image of the Company.
3. Review and make recommendations to the Board regarding the Company’s responses to stockholder proposals that relate to public policy.
4. Oversee management of such risks as may be assigned periodically to the Committee by the Board as a result of the Enterprise Risk Management process or otherwise.
5. Retain and/or terminate outside advisors or consultants to be used to assist the Committee in performing its duties and responsibilities, and approve such advisors’ or consultants’ fees and other retention terms.
6. Review and reassess the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval.
7. Review annually the Committee’s own performance.
The Committee undertakes such additional activities within the scope of its primary functions as the Committee or the Board may from time to time determine.