##### 6. Committee Charter
This charter sets forth the duties and responsibilities and governs the operations of the ESG Committee of the Company.
##### 6.1 Purpose:
The purpose, duties, and responsibilities of the Committee are to assist the Board in discharging its oversight responsibility related to ESG matters, including, but not limited to environmental, health and safety, corporate social responsibility, sustainability, corporate governance, reputation, diversity, equity and inclusion, supply chain sustainability, and human rights. The Committee will guide the Board on these matters and perform an oversight role in shaping the Company's ESG strategy.
##### 6.2 Duties and Responsibilities:
The Committee's primary duties and responsibilities are to:
1. Review and discuss with management the Company's ESG strategy, initiatives, policy, and performance
2. Oversee the Company's policies, practices, and performance with respect to ESG matters
3. Review and monitor the operational, regulatory, and reputational risks and impacts of ESG on the Company and provide insight and guidance with respect to the Company's management of such risks and impacts, and, if appropriate, detail actions taken in relation to the same
4. Review and discuss reports from management regarding the Company's progress toward its key ESG objectives
5. Provide input and guidance with respect to communications to employees, investors, and other stakeholders, as appropriate, regarding the Company's position on or approach to ESG matters
6. Review and assess the performance of the Committee and the adequacy of this Charter annually and recommend any proposed changes for approval by the Board; and
7. Perform any other activities consistent with this Charter, the Company's Articles of Incorporation, and the Company's bylaws as deemed necessary, advisable or appropriate for the Committee to perform
##### 6.3 Composition and Organization:
Members of the Committee shall be appointed by the CSO and comprise leaders from various business functions. Volunteers (from across functions) will be appointed for one year from the appointment date. The CSO will fill any vacancies created within the Committee with suitable replacements from business functions.
The Company will have representatives of group companies as per business requirements.
The Committee shall maintain minutes of its meetings, report at least once a year to the Board on its activities, and make recommendations to the Board as appropriate. The Committee shall meet every quarter or as deemed necessary or appropriate. A majority of the members of the Committee then serving constitutes a quorum at any meeting of the Committee. The Committee may request any employee of the Company or any appropriate external personnel, including but not restricted to consultants and subject matter experts, to meet with the Committee as required. However, the Committee shall meet regularly without such members present.
The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), notice, waiver of notice, and quorum as applicable to any other committee of the Company.
The Committee shall have the authority to delegate any of its responsibilities, along with authority to take action in relation to such responsibilities, to one or more subcommittees (as and when constituted) as the Committee may deem appropriate at its sole discretion.