This Committee is primarily responsible for reviewing and making recommendations on environmental, social and corporate governance matters. It is responsible for overseeing the assessment of environmental risks and opportunities and the development and execution of the company’s environmental strategies, overseeing the company’s social responsibility strategies and practices, and reviewing and assessing the size and composition of the Board,

Board and individual director effectiveness, and director compensation. The Committee is also responsible for Board succession planning, including the identification, recruitment and proposal of nominees for membership to the Board, as well as orientation for new directors and continuing education for all directors.

This Committee’s principal duties include oversight responsibility for financial statements and related disclosures, reports to shareholders and other related communications, establishment of appropriate financial policies, the integrity of accounting systems and internal controls, legal compliance on ethics programs established by management, the approval of all audit and non-audit services provided by the independent auditors and consultation with the auditors independent of management and overseeing the work of the auditors and the Internal Audit department.

This Committee is primarily responsible for our human resources matters including the short and long-term incentive plans, pension and other benefit plans and reviewing and making recommendations on the compensation of executive officers and other senior management.