POWERS AND DUTIES
(Excerpt from Bylaws, Effective June 28, 2012)

Membership:

The Board of Directors by resolution adopted by a majority of the Board of Directors may provide for an Ethics and Sustainability Committee (the “ES Committee”) of three (3) or more directors.  If provision is made for an ES Committee, the members of the ES Committee shall be elected by and serve at the pleasure of the Board of Directors.  The Board of Directors shall designate a chairman from among the membership of the ES Committee.  Upon recommendation by the Nominating and Corporate Governance Committee, the Board of Directors may remove any member of the ES Committee at any time.  Vacancies on the ES Committee shall be filled by the Board of Directors.

Responsibilities:

The ES Committee shall:

(i)  monitor compliance with the Code of Ethics and Business Conduct, and review and resolve all matters of concern presented to it by the Corporate Steering Committee on Ethics and Business conduct or the Corporate Ethics Office;

(ii)  review and monitor the adequacy of the Corporation’s policies and procedures with respect to sustainability, including corporate responsibility, human rights, environmental stewardship, employee health and safety, ethical business practices, community outreach, philanthropy, diversity, inclusion, and equal opportunity, and the Corporation’s record of compliance with laws and regulations related thereto;

(iii)  oversee matters pertaining to community and public relations, including governmental relations; and

(iv)  review as needed the proposed contributions budget of the Corporation and make recommendations to the Board of Directors for adoption.

The ES Committee shall, except when such powers are by statute, the Charter or the Bylaws either reserved to the Board of Directors or delegated to another committee of the Board of Directors, possess all of the powers of the Board of Directors in matters pertaining to ethics and business conduct and corporate responsibility.  All action by the ES Committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to revision and alteration by the Board of Directors.