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ESG Committee Charter

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The Environmental, Social and Governance Committee (ESG Committee) is appointed by the Board of Directors to assist the Board in fulfilling its responsibilities relating to oversight of policies and operational controls of environmental, health and safety, and social risks. The ESG Committee has the authority and responsibilities described in this Charter. This Charter has been approved by the Board of Directors.

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Committee Membership

The ESG Committee will be comprised of at least three directors who shall meet the independence requirements established by the New York Stock Exchange. The members of the Committee shall include the Chair of the Audit Committee, the Chair of the Human Resources Committee, and the Chair of the Governance & Nominating Committee. The members of the ESG Committee shall be appointed and replaced by the Board.

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Committee Authority and Responsibilities

The Committee has responsibility for overall oversight of environmental, health and safety, and social risks. The Committee also has responsibility for overseeing sustainability matters, including climate change, energy management, water standards and carbon management. The Committee shall effect such oversight through (1) reports by the chairs of the Audit Committee, Human Resources Committee, and the Governance & Nominating Committee, with respect to the environmental, social and governance factors delegated to such committees and (2) periodic reports by Company officers with respect to ESG factors.

The Board has delegated certain ESG factors to the other Committees of the Board and the reports from the Chairs of those Committees shall relate to such delegated factors.

The Committee shall meet as often as deemed necessary or appropriate but no less than three times annually.

The Committee shall make regular reports to the Board following its meetings.

The Committee has the authority to retain legal and other advisers to assist the Committee in its functions.

The Committee shall review and reassess the adequacy of its Charter annually and recommend any proposed changes to the Board for approval.

The Committee will annually review its own performance.

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