International Committee Charter
Alcoa Inc. (the “Company”) is a global Company operating in many countries around the world. The purpose of the International Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) is to provide a forum for additional discussion and input on international markets, business conditions, political developments and other pertinent matters.
The number of members in the Committee shall be determined from time to time by the Board.
The members of the Committee shall be appointed by a majority vote of the Board from among its members based on the recommendations of the Governance and Nominating Committee and shall serve until such member’s successor is duly appointed and qualified or until such member’s resignation or removal by a majority vote of the Board.
Authority and Responsibilities
The Committee shall have the following specific authority and responsibilities (in addition to any others that the Board may from time to time delegate to the Committee):
The Committee shall consider and discuss, and bring to the attention of the Board as the Committee deems appropriate, developments, trends or issues relating to international markets, business conditions, political developments and other pertinent matters.
Structure and Operations
The Board shall designate one member of the Committee to act as its chairperson. The Committee shall meet at such times and places as the Committee or its chairperson shall determine. The chairperson, with input from the other members of the Committee, shall set the agendas for Committee meetings. Two members of the Committee shall constitute a quorum; when more than two members are present, the act of a majority of such members at a meeting at which a quorum exists shall be the act of the Committee, and when only two members are present, the unanimous vote of the two members shall constitute the act of the Committee. The Committee shall maintain minutes or other records of its meetings.
The Committee may request that any directors, officers or other employees of the Company, or any other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests. The Committee may exclude from its meetings any persons it deems appropriate in order for it to fulfill its responsibilities.
The Committee may form and delegate authority to subcommittees when appropriate.
Except as expressly provided in this charter, the Company’s By-Laws or the Company’s Corporate Governance Guidelines, or as required by law, regulation or New York Stock Exchange listing standards, the Committee shall set its own rules of procedure.
(Revised November 2015)