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Corporate Responsibility Committee Charter

I. Statement of Purpose

The Corporate Responsibility Committee is a standing committee of the Board of Directors. The purpose of the Committee is to act in an advisory capacity to the Board of Directors and management with respect to policies and strategies that affect the Company’s role and its reputation as a socially responsible organization. As it is management’s responsibility to direct the Company’s role as a socially responsible organization, management retains authority for all communications with the public and investors relating to social policy issues.


II. Organization

  1. Charter. At least annually, this charter shall be reviewed and reassessed by the Committee and any proposed changes shall be submitted to the Board of Directors for approval.
     
  2. Members. The members of the Committee shall be appointed by the Board of Directors and shall consist solely of non-employee Directors, all of whom meet the independence requirements of the New York Stock Exchange and applicable policies of the Board of Directors. The Committee shall be comprised of at least three members. Committee members may be removed by the Board of Directors. The Board of Directors shall also designate a Committee Chairperson.
     
  3. Meetings. The Committee shall establish a schedule of meetings each year. Additional meetings may be scheduled as required.
     
  4. Agenda, Minutes and Reports. The Chairperson of the Committee shall be responsible for establishing the agendas for meetings of the Committee.  An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting.  Minutes for all meetings of the Committee shall be prepared and circulated in draft form to all Committee members to ensure an accurate final record, and shall be approved at a subsequent meeting of the Committee.  The minutes shall be distributed periodically to the full Board of Directors.  The Committee shall make regular reports to the Board of Directors.
     

III. Responsibilities

  1. Areas of Oversight. The Committee may provide advice and counsel to the Company’s management in a wide range of areas, including:
     
      • Workplace safety matters
      • Environmental responsibility
      • Employee opportunities and training
      • Nutrition and well-being initiatives
      • Product safety
      • Sustainable supply chain initiatives
      • Diversity initiatives
      • Stakeholder engagement
      • Government relations, including advocacy efforts undertaken by the Company on public issues
      • Philanthropy Programs
         
        This list is not intended to be exhaustive; rather, the Committee should address topical and other issues that may arise as the Company’s responsibilities as a socially responsible organization change over time.
         
  2. Shareholder Proposals. In accordance with the Company’s Corporate Governance Principles and the Governance Committee Charter, the Committee shall review and make recommendations with respect to shareholder proposals relating to social responsibility matters, if requested to do so by the Governance Committee.
     
  3. Corporate Reports. The Committee shall periodically review the Company’s corporate responsibility reports and business conduct standards for Company employees and suppliers to the Company’s business.
     
  4. Committee Performance Evaluation. The Committee shall evaluate its own performance periodically and develop criteria for such evaluation.
     
  5. Delegation. When appropriate, as permitted under applicable law and the listing standards of the New York Stock Exchange, the Board or the Committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of the Committee, the Board or members of management.
     
  6. Other Duties. The Committee shall also carry out such other duties as may be delegated to it by the Board of Directors from time to time.

 

Approved by the Corporate Responsibility Committee
Date:  January 22, 2009

Approved by the Board of Directors
Date:  March 19, 2009