Sempra Energy Environmental, Health, Safety and Technology Committee Charter

Transcription

1 Sempra Energy Envirnmental, Health, Safety and Technlgy Cmmittee Charter As adpted by the Bard f Directrs f Sempra Energy n September 5, 2000 and amended thrugh Nvember 9, I. Purpse The purpse f the Envirnmental, Health, Safety and Technlgy Cmmittee (the Cmmittee ) is: (1) t assist Sempra Energy s (the Cmpany ) Bard f Directrs in verseeing the Cmpany s prgrams and perfrmance related t envirnmental, health, safety and technlgy matters. (2) t assist the Bard f Directrs n matters brught by management t the Cmmittee relating t: review f envirnmental, health and safety laws, regulatins and develpments at the glbal, natinal, reginal and lcal level and evaluatin f ways t address these matters as part f the Cmpany s business strategy and peratins; cybersecurity prgrams and issues; and review and evaluatin f technlgy develpments that advance the Cmpany s verall business strategy. The Cmpany s peratinal perfrmance can affect the envirnment as well as the health and safety f emplyees and ther stakehlders in the cmmunities we serve and beynd. Cnsequently this Cmmittee s fcus n envirnmental, health, safety and technlgy issues is cnsistent with the bard s versight rle f crprate respnsibility and stewardship. II. Structure 2.1 Membership The Cmmittee shall be cmpsed f at least three bard members. The Cmmittee s members, including its chair, are appinted by the bard upn the recmmendatin f the bard s Crprate Gvernance Cmmittee. All Cmmittee members serve at the pleasure f the bard and any member r alternate member may be remved, with r withut cause, by the bard. The Cmmittee will establish its meeting schedule

2 2.2 Scpe and Authrity The Cmmittee may exercise any authrity and respnsibilities delegated t the Cmmittee in this charter r any ther respnsibilities delegated t it by the bard frm time t time. The respnsibilities delegated t the Cmmittee may be exercised in any manner the Cmmittee deems apprpriate (including delegatin t subcmmittees) and withut any requirement fr bard apprval, except as therwise specified in this charter r the bard s delegatin. Any decisin by the Cmmittee, including any decisin t exercise r refrain frm exercising any f its delegated authrity, is at the Cmmittee s sle discretin. While acting within the scpe f the authrity and respnsibilities delegated t it, the Cmmittee may exercise all the pwers and authrity f the bard and, t the fullest extent permitted by law, has the authrity t determine which matters are within the scpe f its delegated authrity. The Cmmittee has directed the Crprate Cmpliance Cmmittee chaired by the Chief Cmpliance Officer t implement cmpliance prgrams thrughut the Cmpany and t crdinate, review and reprt n cmpliance prgrams at each business unit. 2.3 Prcedures The Cmmittee will determine its wn rules f prcedure with respect t the scheduling, lcatin and frequency f its meetings. In the absence f such rules, the Cmmittee chair will call meetings as necessary t accmplish the Cmmittee s purpse and respnsibilities. It is expected that the Cmmittee will meet at least three times each year. A majrity f Cmmittee members will cnstitute a qurum fr the transactin f business. Ntice f Cmmittee meetings will be given as prvided in the Cmpany s bylaws. Directrs wh are nt Cmmittee members may attend and bserve Cmmittee meetings, but shall nt be entitled t vte. The Cmmittee may, at its discretin, include in its meetings members f management, r any ther persn whse presence the Cmmittee believes t be desirable and apprpriate. Ntwithstanding the freging, the Cmmittee may exclude frm its meetings any nn-member it deems apprpriate t exclude. The Cmmittee chair will reprt n the Cmmittee s activities t the bard at apprpriate times and as therwise requested by the chairman f the bard. 2.4 Cmmittee Secretary The Cmpany s crprate secretary will act as the Cmmittee s secretary absent the designatin f anther individual by the Cmmittee as its secretary f the meeting. The

3 secretary will attend all meetings; keep minutes f the Cmmittee s prceedings; advise members f all meetings; arrange with the Cmmittee chair r ther cnvening authrity fr preparatin and distributin f Cmmittee agenda and supprting material fr each meeting; at the directin f the Cmmittee chair, make lgistical and ther arrangements fr each meeting; and carry ut ther functins as may be assigned frm time t time by the Cmmittee. III. Respnsibilities The Cmmittee shall meet its purpse by carrying ut the fllwing activities in cnnectin with matters brught by management t the Cmmittee: Envirnment, Health and Safety Cmpliance Review the status f the Cmpany s envirnmental, health and safety prcesses, prgrams and perfrmance, including prcesses used by the business units subsidiary bards and the Crprate Cmpliance Cmmittee t mnitr cmpliance with internal plicies and gals as well as applicable external laws and regulatins. Review the rle f the Cmpany s Crprate Cmpliance Cmmittee as well as the cmpliance cmmittees at each business unit in implementing prgrams at each business unit. Review current and emerging envirnmental, health and safety matters, including issues raised thrugh internal audits, and discuss the management f such risks and any related crrective actins taken by the Cmpany. Review peridic presentatins and updates frm the Cmpany s Chief Cmpliance Officer. Reprt t the bard n envirnmental, health and safety matters affecting the Cmpany. Review with management the effective implementatin f technlgy t imprve envirnmental, health and safety perfrmance and review effective implementatin f cmpliance prcedures relating t cybersecurity, privacy and infrastructure security. Review with management any fatality, serius injury r illness invlving an emplyee, custmer, cntractr r third-party in cnnectin with Cmpany peratins, facilities r prjects, and discuss management s respnse t such events. Review with management any material nncmpliance with health, safety and envirnmental laws and regulatins, and related ntice f vilatins and/r fines and discuss management s respnse t such events

4 Review the Cmpany s perfrmance with respect t any incentive cmpensatin metrics relating t envirnmental, health r safety matters and infrm the Cmpensatin Cmmittee f such perfrmance. Review the Cmpany s annual Crprate Respnsibility Reprt. Review relevant envirnmental disclsures that management brings t the Cmmittee s attentin that are made in the Cmpany s peridic reprts n Frms 10-Q and 10-K. Review stckhlder prpsals related t envirnmental, health, safety and sustainability and recmmend respnses t the bard n such prpsals with input frm management. Envirnment and Technlgy Review, evaluate and make recmmendatins t the bard regarding the fllwing: Envirnmental and regulatry matters and technlgy applicatins that advance the Cmpany s lng-term strategic gals. Business strategies t minimize the impact f Cmpany peratins n the envirnment. Optimizatin f business pprtunities frm changing market cnditins and regulatry framewrks in the Cmpany s existing businesses and gegraphies as well as ther ptential business areas. The Cmpany s majr technlgy psitins and strategies relative t emerging technlgies, with an emphasis n near-term pprtunities t csteffectively reduce the impacts f the Cmpany s (and indirectly its custmers ) activities n the envirnment. Future trends in technlgy that may affect the Cmpany s strategic plans. Appraches t acquiring and maintaining technlgy psitins, including, but nt limited t, cllabrative effrts, alliances and venture capital as well acquisitin f technlgy assets and knw-hw. Management s implementatin f effective risk management prtcls with respect t cybersecurity issues, including breaches and attacks. Peridic presentatins and updates frm the Cmpany s Cybersecurity Cmmittee

5 The Cmpany s cybersecurity and ther infrmatin technlgy ( IT ) risks, cntrls and prcedures, including the threat landscape facing the Cmpany and the Cmpany s strategy t mitigate cybersecurity risks and ptential breaches, and IT systems and prcesses relating t cybersecurity. IV. Cmmunicatins frm Sharehlders, Emplyees and Others Sharehlders, emplyees and ther interested persns wh wish t cmmunicate with the Cmmittee may d s by writing t the Cmmittee care f the Cmpany s crprate secretary. Mail will be reviewed by the Cmpany s crprate secretary and relayed t the Cmmittee chair if the subject matter is within the Cmmittee s duties, in a manner cnsistent with the screening plicies adpted by the bard. V. Cmmittee Self-Evaluatin and Charter Review The Cmmittee will evaluate its wn perfrmance n an annual basis, including its cmpliance with this charter. It als will review this charter n an annual basis and recmmend t the bard changes t the charter r plicies and prcedures gverning the Cmmittee. VI. Charter Availability This charter will be psted n the Cmpany s investr website, and the psting and the availability f printed cpies t requesting sharehlders will be published in the Cmpany s Annual Reprt n Frm 10-K