STRATEGY, RISK AND SAFETY COMMITTEE CHARTER
As reinstated on November 16, 2016
The Strategy, Risk and Safety Committee (the "Committee") is appointed by the Board of Directors (the "Board") of AECOM (the "Company") to assist the Board in fulfilling its responsibility to: (1) review the Company's strategic plans including capital structure, proposed methods of financing, investment strategies and banking relationships, (2) review and approve or where beyond the Committee's delegated authority, make recommendations to the Board regarding the Company's banking agreements, mergers and acquisitions, and any divesture of assets, and (3) oversee the Company's risk management and safety programs.
Duties and Responsibilities
Subject to the limitations set forth in this Charter, applicable laws, regulations and listing standards, and except as otherwise provided by the Board from time to time, the Committee will:
- Review with management, on a timely basis, significant financial matters of the Company and its subsidiaries, including matters relating to the Company's capitalization, dividend policy and practices, budgets, credit ratings, cash flows, borrowing activities, and investments including mergers and acquisitions.
- Review and approve those matters within the Committee's level of delegated authority and report the same to the Board at its next meeting, including mergers and acquisitions, disposal of assets, etc.
- Review and recommend to the Board:
Review and discuss with management, and consult with the Audit Committte, as applicable regarding the Company's risk governance structure, risk assessment and risk management practices and guidelines, policies and processes for risk assessment and risk management;
Review and discuss with management the Company's risk profile, appetite and strategy relating to key financial and investment risks, including major financial risk exposures and strategies in respect of foreign exchange risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks;
Review and discuss with management the Company's safety programs and implementation thereof; and
Report to the Board on risk topics as the Committee deems appropriate from time to time.
- The Company's strategic plans (in conjunction with the Board)
- Any offering of the Company's debt or equity securities;
- Any stock split or reclassification of shares;
- Any dividend declaration;
- Any other matters with respect to the capital stock and other securities of the Company;
- Any guarantee of unconsolidated third party indebtedness, the dollar amount of which is equal to or greater than amounts the Board has delegated to the Chief Executive Officer (the "CEO"), or such other amount as the Board may from time to time establish; and
- Any other financial transaction, such as an investment in a subsidiary or other venture, an asset disposal, or a lien or encumbrance (but excluding any borrowing under existing facilities, as such facilities may be amended or modified from time to time), the dollar amount of which is equal to or greater than amounts delegated to the CEO or such other amount as the Board may from time to time establish.
Organization and Operations
- The Committee shall be comprised of three or more members of the Board.
- The members and Chair of the Committee shall be appointed annually by the Board upon the recommendation of the Nominating/Governance Committee and shall serve until the member's successor is duly appointed or until the member's earlier resignation or removal. A member may be removed at any time by the Board, with or without cause.
- The Committee shall meet at as often as may be deemed appropriate, in its judgment, either in person or telephonically, and at such times and places as the Committee determines, and shall meet periodically in executive session. A majority of Committee members shall constitute a quorum for purposes of a meeting. The Chair of the Committee will report regularly to the Board on Committee actions and on the fulfillment of the Committee's duties under its Charter.
- The Committee will conduct an annual self-evaluation of its performance and share the results of the evaluation with the Board.
- The Committee will annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
- The Committee may delegate certain of its responsibilities to one or more of its members or to executive officers or designated senior executives, to the extent permissible under this Charter, the Company's bylaws, the terms of the applicable plans, laws, rules, regulations and listing standards, and subject to any limitations imposed by the Board from time to time.
- The Committee has the authority, to the extent it deems necessary or appropriate to carry out its responsibilities, to engage, retain and terminate independent outside advisors, and shall receive appropriate funding from the Company, as determined by the Committee, for payment of compensation to any such advisors.