Safety, Risk, and Sustainability Committee
SAFETY, RISK, and SUSTAINABILITY COMMITTEE
As amended and approved on November 17, 2021
The Safety, Risk and Sustainability 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 oversee the Company’s risk management,safety and sustainability 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 and discuss with management the Company's enterprise risk management function, including, the Company’s risk governance structure, risk assessment and risk management practices and guidelines, policies and processes for risk assessment and risk management, and consult with the Audit Committee as applicable;
- Deliver reports on risk management and risk assessment to the Audit Committee or to the Board as appropriate from time to time;
- Review and discuss with management the Company’s safety programs and implementation thereof; and
- With respect to the Company's safety, environmental, social and governance responsibility:
- Reviewing the policies and goals, including processes to ensure compliance with the applicable laws and regulations;
- Reviewing and providing input to the Company's on the management of current and emerging issues.
- 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 Committee member may be removed at any time by the Board, with or without cause. A Committee member may resign by giving written notice to the Board and may resign Committee membership without resigning from the Board.
- The Committee shall meet as often as may be deemed appropriate, in its judgment, either in person or telephonically (or by similar means where all participants can hear each other and participate), 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.
- Financial Expert
- Independent Director