The Clean Harbors Environmental, Health and Safety Committee (“Committee”) is appointed by and responsible to the Company's Board of Directors. The Committee’s principal purposes are (1) fulfilling the Board’s oversight responsibilities for the Company’s policies and practices related to human health and safety, operational safety and regulatory and environmental compliance; and (2) reviewing the impact of these policies and practices on the Company’s corporate social responsibility, sustainability and reputational goals. Clean Harbors management retains responsibility for assuring the Company’s compliance with applicable environmental, health and safety laws and regulations.
The Committee will consist of at least three directors appointed by the Board on the recommendation of the Corporate Governance Committee. Committee members, including the designated Committee Chair, will serve until their successors are appointed by the Board. The Chair and members of the Committee are subject to removal at any time by a majority vote of the entire Board of Directors.
Authority and Responsibilities
The Committee will have the authority and responsibility to act as it deems necessary or appropriate to fulfill the specific obligations noted below, and to perform such other duties as are assigned by the Board or, given the circumstances, are consistent with the intent of this Charter. The Committee, in its sole discretion, may engage with outside advisors, regulators and others with relevant expertise to assist in the satisfactory performance of its functions.
The scope of the Committee’s oversight responsibilities includes the following:
- Review the Company’s major compliance programs with respect to regulatory requirements including, but not limited to, the Company’s policies and procedures for monitoring employee health and safety and regulatory and environmental compliance.
- Review the status of the Company’s environmental, health and safety policies, practices and performance, including an evaluation of the effectiveness of management’s programs for compliance with applicable laws and regulations.
- Review emerging environmental, health and safety issues, as well as proposed laws and regulations, and their potential impact on the Company, including its operations, financial results, risk exposure and reputation.
- Review management’s evaluation of the potential environmental, health and safety effects and/or risk exposure related to projects for which management is seeking Board approval.
- Review of significant capital expenditures that may have a material environmental, health and safety impact.
- Periodically conduct site visits to one of the Company’s operating locations to assess its environmental, health and safety programs and practices.
- Review the Company’s major environmental, health and safety liabilities reported in the Company’s financial statements.
- Review the Company’s benchmarking of environmental, health and safety programs of other companies (within and outside of our industry) to ensure that best practices are being implemented.
The Committee will meet semiannually, or more often if deemed appropriate in its judgment. Meetings of the Committee shall be either in person, by telephone conference call to which all participating members shall be able to hear, or by unanimous written consent of all members of the Committee. A majority of Committee members will constitute a quorum. All meetings of the Committee will be held and actions taken pursuant to the By-laws of the Company, and written minutes of each meeting will be filed in the Company’s records.
Reports and Evaluations
The Committee will report regularly to the Board on Committee activities, findings and recommendations related to environmental, health and safety matters affecting the Company and on any other matters that the Committee deems appropriate or that the Board requests.
The Committee will conduct an annual self-evaluation of its performance as measured by the responsibilities set forth in this Charter and will report these findings to the Board.
The Committee will periodically assess the adequacy of this Charter and recommend to the Corporate Governance Committee and the Board any changes the Committee deems appropriate.