The Environmental, Safety and Sustainability Committee (the "Committee") has been appointed to assist the Board of Directors of NiSource Inc. (the "Company") 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, review and discuss the results of the Company's goals, programs, policies, procedures and practices with respect to protecting the environment, including climate change.
In consultation with management and other Committees of the Board of Directors, review and discuss the results of the Company's goals, programs, policies, procedures and practices with respect to providing a healthy and safe environment for employees, customers, contractors and the public.
In consultation with management and other Committees of the Board of Directors review and discuss the results of the Company's goals, programs, policies and practices with respect to sustainability.
Review shareholder proposals related to environmental safety and sustainability and assess, with input from management, the impact on the Company.
Review major legislation, regulation and other external influences pertaining to responsibilities of the Committee and assess, with input from management, the impact on the Company.
Review the environmental management systems to ensure compliance, correct non-compliance, and ensure that the risks to the Company 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 Company are identified, assessed and managed.
Be regularly advised as to the nature and extent of the capital and O&M spending of the Company 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, and annually review the results.
Provide oversight and direction on sustainability matters, including sustainability reporting.
Evaluate the results of the Company's procedures, programs, policies and practices with respect to its responsibilities as a corporate citizen, including contributions and support of community development, civic, education, public safety and human services organizations.
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Carolyn Y. Woo
Richard A. Abdoo
