The Environmental, Safety and Sustainability Committee (the "Committee") has been appointed to assist the Board of Directors of NiSource Inc. (the "Corporation") in overseeing the programs and performance relative to environmental, safety and sustainability matters.
Composition and Chairman
The Committee shall consist of at least four (4) members of the Board of Directors who will be appointed by the Board and may be removed in its discretion. The members and the Chair of the Committee shall be chosen by a majority of the Board of Directors. The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate, provided the subcommittees are composed entirely of directors.
Meetings
The Committee shall meet as often as its members determine, but in no event less than four times per year.
Responsibilities
The Committee will make regular reports to the Board and will propose any necessary action to the Board. The Committee will review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval. The Committee will annually evaluate the Committee's own performance.
The Committee is expected to fulfill the following responsibilities:
In consultation with management and other Committees of the Board of Directors, evaluate the Corporation's goals, programs, policies, procedures and practices with respect to protecting the environment, including climate change and other sustainability issues.
In consultation with management and other Committees of the Board of Directors, evaluate the Corporation's goals, programs, policies, procedures and practices with respect to providing a healthy and safe environment for employees, customers, contractors and the public.
Review shareholder proposals related to environmental, health, safety, sustainability and product stewardship issues and assess, with input from management, the impact on the Corporation.
Review major legislation, regulation and other external influences pertaining to responsibilities of the Committee, and assess, with input from management, the impact to the Corporation.
Review the environmental management systems to ensure compliance, correct non-compliance, and ensure that the risks to the Corporation are identified, assessed and managed.
Review the health and safety management systems to ensure compliance, correct non-compliance, and ensure that the risks to the Corporation are identified, assessed and managed.
Be regularly advised as to the nature and extent of the capital and O&M spending of the Corporation for environmental, health and safety compliance and continuous improvement in these areas.
Be regularly advised as to the process for identifying sites requiring environmental remediation, the progress being made in remediation, and the amount of reserves required for such remediation.
Provide oversight and direction to the environmental, health and safety compliance and management audit process.
Conduct or authorize studies, reviews or inquiries into any matters within the scope of the Committee's responsibilities.
Perform such other functions as are required by law, the Corporation's Certificate of Incorporation or By-laws, or the Board of Directors.
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Carolyn Y. Woo
Richard A. Abdoo
