The Health, Safety & Environment Committee

Terms of Reference

The Health, Safety and Environment Committee (the “Committee”) of the Board of Directors (the “Board”) of The Churchill Corporation (the “Corporation”) shall have the oversight responsibility, authority and specific duties as described below.

Composition and Operations

The Committee will be comprised of such number of Directors as determined by the Board. No members of the Committee shall be an officer or employee of the Corporation or any of its subsidiaries or any affiliate thereof. Determinations as to whether a particular Director satisfies the requirements for membership on the Committee shall be made by the full Board and shall be reviewed at least annually.

If a member of the Committee ceases to satisfy the necessary requirements for membership for reasons outside that member’s reasonable control, the member shall immediately notify the Chair of the Board as to this fact and shall resign his or her position as a member of the Committee on the earliest of (i) the appointment of his or her successor; (ii) the next annual Meeting of shareholders of the Corporation; and (iii) the date that is six months from the occurrence of the event which caused the member to not satisfy the necessary requirements for membership.

Members of the Committee shall be appointed from time to time by the Board. Each member shall serve until his successor is appointed, unless he/she shall resign or be removed by the Board or he shall otherwise cease to be a Director of the Corporation. Where a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board. The Board shall fill any vacancy if the membership of the Committee is less than three Directors.

The Chair of the Committee will be designated by the Board.

The Committee shall have access to such officers and employees of the Corporation and to such information respecting the Corporation as it considers to be necessary or advisable in order to perform its duties and responsibilities. The Committee has the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set and pay the compensation for any such counsel and advisors, such engagement to be for the Corporation’s sole account and expense. The Committee will rely on both internal and independent external experts for risk assessments and risk management plans as and when appropriate.

Meetings of the Committee shall be conducted as follows:

The Committee shall meet at least once annually at such times and at such locations as the Chair of the Committee shall determine. In addition, the Chair of the Committee may call a special Meeting of the Committee at any time.
The Chair of the Committee shall hold an in camera portion, without management of the Corporation present, at every Committee Meeting.
The quorum for Meetings shall be a majority of the members of the Committee, present in person or by telephone or by other telecommunication device that permits all persons participating in the Meeting to hear each other.
If the Chair of the Committee is not present at any Meeting of the Committee, one of the other members of the Committee who is present at the Meeting shall be chosen by the Committee to preside at the Meeting.
The Chair shall, in consultation with management of the Corporation, establish the agenda for the Meetings and instruct management of the Corporation to ensure that properly prepared agenda materials are circulated to the Committee with sufficient time for study prior to the Meeting.
Every question at a Committee Meeting shall be decided by a majority of the votes cast.
The Chief Executive Officer of the Corporation shall be available to advise the Committee, and may attend Meetings at the invitation of the Chair of the Committee. Other management representatives and/or Board members may be invited to attend.
The Corporate Safety Officer shall act as secretary for the purposes of recording the minutes of each Meeting. If no Corporate Safety Officer has been appointed or the Corporate Safety Officer is not present at the Meeting, a Committee member, or any other person selected by the Committee, shall be appointed at each Meeting to act as secretary for the purpose of recording the minutes of each Meeting.
The Committee may delegate from time to time to any person or committee of persons any of the Committee’s responsibilities that lawfully may be delegated.

The Committee, through its Chair, may contact directly any employee in the Corporation as it deems necessary, and any employee may bring before the Committee on a confidential basis any matter involving the health, safety, or environmental policies or actions of the Corporation.

The Committee shall provide the Board with a summary of all Meetings together with a copy of the minutes from such Meetings. Where minutes have not yet been prepared, the Chair shall provide the Board with oral reports on the activities of the Committee. All information reviewed and discussed by the Committee at any Meeting shall be referred to in the minutes and made available for examination by the Board upon request to the Chair.

Duties and Responsibilities

The Committee is part of the Board. Its primary function is to assist the Board in fulfilling its oversight responsibilities with respect to the Corporation’s health, safety and environmental systems which shall include reviewing the Corporation’s health, safety and environmental policies and related management systems, practices, organizational and staffing needs and assessing the measurable effectiveness of these policies and practices and making recommendations to the Board with respect to modifications and enhancements thereto.

The Committee shall:

Ensure that health, safety and environmental risks from the Corporation’s operations have been reasonably identified and their consequential risks to the Corporation, its subsidiaries and its affiliates and their respective Directors, officers and employees.
Annually review the Corporation’s health, safety and environmental policies and, if appropriate, make recommendations to the Board with respect thereto.
Assess whether the Corporation’s health, safety and environmental policies are effectively implemented, comply with any applicable legislation and conform to industry standards.
Review corporate health, safety, environmental activities and performance, including:
1. any contravention of an existing environmental, health or safety regulation or Corporate policy or procedure;
2. any event or potential event that would, in the opinion of management of the Corporation, constitute a significant environmental or safety concern;
3. non-compliance issues;
4. significant external or internal audit reports;
5. significant legislative and regulatory changes; and
6. outstanding litigation as it relates to health, safety or environmental matters.
Review the Corporation’s method of communicating (internally or externally) health, safety and environmental policies, practices and procedures.
Review the Corporation’s response procedures to the identified health, safety and environmental risks and/or actual events as they occur.
Ensure that appropriate reporting procedures are established relating to health, safety and environmental matters by management of the Corporation to ensure adequate reports are made to the Committee and/or the Board on a regular basis.
Review, in consultation with the Audit Committee, insurable risks related to health, safety and environmental issues and evaluate cost/insurance benefits associated with those risks.
At least annually, review and make recommendations to the Governance and Nominating Committee with respect to these Terms of Reference.
Perform any other activities consistent with this mandate and, generally, governing laws as the Committee or the Board deems necessary or appropriate.

Other

The Committee may engage and compensate any outside advisor, at the Corporation’s expense that it determines necessary to permit it to carry out its duties.