Health Safety and Environmental Committee
Committee MembersGeorge M. Bee Michael J. McMullen Brian D. Schweitzer
Health Safety and Environmental Committee Charter
As amended and restated on April 30, 2014
Health, Safety & Environmental Committee Charter
As of: April 30, 2014
The Health, Safety and Environmental Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Stillwater Mining Company (the “Company”).
The Committee shall be comprised of not less than three directors, a majority of which shall be independent, as that term is defined, and to the extent required, by the Securities Exchange Act of 1934 (and regulations thereunder), the rules of the New York Stock Exchange (the “NYSE”) and any other requirements that the Board deems appropriate.
Members of the Committee shall be appointed and may be removed by the Board. Any vacancy on the Committee shall be filled by a majority vote of the Board. No member of the Committee shall be removed except by a majority vote of the Board.
The Chairman of the Committee shall be designated by the Board, provided that if the Board does not so designate a Chairman, the members of the Committee, by a majority vote, may designate a Chairman.
Meetings and Procedures
The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less frequently than two times annually. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.
A majority of the members of the Committee shall constitute a quorum for the transaction of business at a meeting of the Committee. Members may participate in a meeting by, or through the use of, a telephone conference system, or similar communication system, provided that all members physically present, or utilizing such communication or telephone systems, are able to hear and address all members at the 2 same time. Participation by such means shall be deemed to be presence for purposes of constituting a quorum.
The Committee shall provide for the keeping of minutes of all meetings. The Chairman of the Committee shall report on the Committee’s activities and actions to the Board, as appropriate.
Purposes, Duties and Responsibilities
The primary purposes of the Committee are:
The Committee shall have the following duties and responsibilities:
Evaluation of the Committee
The Committee shall carry out an annual evaluation of its activities and charter. Further, the Committee shall meet on an annual basis with the Board to assess the performance of the Committee with regard to the adequacy and appropriateness of information and recommendations on HSE issues presented to the Board as well as the sufficiency of the number and length of the Committee’s meetings.
The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and may retain, at the Company’s expense, such independent counsel or other consultants or advisers as it deems necessary.
The Committee shall have the sole authority to retain and terminate any counsel or other advisers, and shall have sole authority to approve related fees and other retention terms.
While the members of the Committee have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of members of the Committee, except to the extent otherwise provided under applicable federal or state law.