Public Issues Committee Charter
Alcoa Inc. (the “company”) has had a longstanding commitment to a vision and values that incorporates social responsibility and sustainability. The purpose of the Public Issues Committee (the “committee”) of the company’s Board of Directors (the “board”) is to (i) provide guidance on matters relating to the company’s corporate social responsibility, including but not limited to good corporate citizenship, environmental sustainability, health and safety and social issues; (ii) oversee and monitor the company’s policies and practices to ensure alignment with the company’s vision and values; and (iii) advise the board and management on significant public issues that are pertinent to the company and its stakeholders.
The committee shall consist of no fewer than three members, the exact number to 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):
1. The committee shall (a) review the company’s policies and practices for consistency with the responsibilities of good corporate citizenship on matters such as those relating to environmental sustainability, health and safety and social issues and (b) make such recommendations to the board and management with respect thereto as it may deem advisable.
2. The committee shall (a) consider, and bring to the attention of the board as appropriate, current and emerging political, social and environmental trends and major global legislative and regulatory developments or other public policy issues that may affect the business operations, performance or public image of the company or are otherwise pertinent to the company and its stakeholders and (b) make recommendations to the board, as appropriate, regarding how the company’s policies and practices can adjust to or address such trends or issues.
3. The committee shall advise the board on significant stakeholder concerns or proxy proposals relating to the environment, sustainability, social responsibility or other public issues.
4. The committee shall monitor the company’s corporate reputation and provide guidance regarding the protection of the company’s reputation.
5. The committee shall monitor the company’s progress against its key environmental sustainability targets.
6. The committee shall oversee the company’s policies and practices relating to the company’s political activities.
7. The committee shall oversee the company’s policies and practices promoting diversity and inclusion within the company.
8. The committee shall oversee the company’s policies on corporate charitable activities and review the company’s activities with respect to charitable contributions.
The committee shall review its own performance and reassess the adequacy of this charter at least annually in such manner as it deems appropriate, and submit such evaluation, including any recommendations for change, to the full board for review, discussion and approval.
Structure and Operations
The board shall designate one member of the committee to act as its chairperson. The committee shall meet in person or telephonically at least two times a year at such times and places determined by the committee chairperson, with further meetings to occur, or actions to be taken by unanimous consent, when deemed necessary or desirable by the committee or its chairperson. The chairperson, with input from the other members of the committee, shall set the agendas for committee meetings; such agendas shall be distributed to the full board. 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 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.
The committee shall maintain minutes or other records of its meetings and shall give regular reports to the board on these meetings, including the committee’s actions, conclusions and recommendations and such other matters as required by this charter or as the board shall from time to time specify. Reports to the board may take the form of oral reports by the chairperson of the committee or any other member of the committee designated by the committee to give such report.
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 2012)