In evaluating candidates for the Board, the Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials. In doing so, the Committee identifies candidates of requisite skills and characteristics to be found in individuals qualified to serve as members of the Board of Directors who collectively provide meaningful counsel to management. As part of this process, a goal of the Committee is ensuring that the Board of Directors consists of individuals from diverse backgrounds (including diversity of gender, race, and ethnicity) and experience who, collectively, provide meaningful counsel to management. In order to achieve this goal, the Committee seeks and considers diverse candidates, inclusive of gender, race and ethnicity. The Committee also considers the candidate’s character, integrity, experience, understanding of strategy and policy-setting and reputation for working well with others. In connection with this evaluation, the Nominating and Corporate Governance Committee determines whether to interview the prospective nominee and, if warranted, one or more members of the Committee, and others as appropriate, interview prospective nominees. After completing this evaluation and interview, the Nominating and Corporate Governance Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the Nominating and Corporate Governance Committee. If candidates are recommended by the Company’s stockholders, such candidates are evaluated using the same criteria. With respect to nomination of continuing directors for re-election, the individual’s contributions to the Board are also considered.
The Committee is also charged with oversight of the evaluation of the Board of Directors and management. In this regard the Committee evaluates, and reports to the Board of Directors, the effectiveness of the Board of Directors (as a whole) and each Committee of the Board of Directors (as a whole) (including, without limitation, the effectiveness of the Compensation Committee in its process of establishing goals and objectives for, and evaluating the performance of, the Chief Executive Officer and the other officers of the Company). In this process, the Committee receives comments from all Directors and reviews each Committee’s evaluation of its performance. The Committee may also obtain such external evaluations as it deems appropriate.
Environmental, HealthEnvironment, Social and
Safety Sub-CommitteeGovernance SubcommitteeTo further our Board of Directors’ commitment to oversight and accountability of environmental and social issues, the Board established the Environmental, HealthEnvironment, Social and Safety Sub-CommitteeGovernance Subcommittee (the “EHS“ESG Subcommittee”) of the Nominating and Corporate Governance Committee, chaired by Board member Ann Klee.Ms. Klee and includes board members Mr. Byron Foster and Mr. Howell. The EHSESG Subcommittee supports Wabtec’s on-going commitment to environmental, healthsocial and safetygovernance (“EHS”ESG”) matters relevant to Wabtec including complying with all applicable laws and regulations affecting the health and safety of our employees and stakeholders, as well as protection of the environment.environment (including climate) and other public policy matters.
In particular, the EHS SubcommitteeESG subcommittee is tasked with with:
setting the Company’s general strategy relating to EHS matters, including meeting or exceeding applicable governmental requirements andESG matters;
overseeing the Company’s own standards, implementing procedures, management systemsevolving reporting and training programsdisclosure requirements with respect to preventESG matters;
communications with investors and reduceother stakeholders, including oversight of the impact of any potential occupational illnesses, injuries, accidents, or environmental impairment, preparing and equippingannual Sustainability Report, with respect to ESG matters;
overseeing the Company’s facilities to competently respond to emergency situations, maintaining the Company’s facilitiesprograms and practices to promote and provide a safe, healthy and secure workplace, managing natural resources, products, and other resources in an efficient, safe, and environmentally sound manner to minimize health, safety, and environmental impacts, and maintaining strong working relationships with health, safety, and environmental regulators and those governmental institutions having responsibilities over our operations. The Committee is charged with overseeing communications with employees, investors, and other stakeholders of the Company with respect to EHS matters, workplaces;
monitoring the Company’s environmental,compliance with legal and regulatory requirements as well as industry standards and guidelines applicable to ESG and health and safety matters;
monitoring the Company’s ESG performance and health and safety compliance and related risks, including at least annualrisks;
periodic reviews and discussions with management and the Board of operationalDirectors with respect to ESG and facilityhealth and safety matters, anticipating developments relating to, and improving the Company’s understanding of, EHS matters, reviewing and discussing with management, at least annually, the Company’s strategy and performance in assessing and responding to climate-related risks and opportunities, regularly reporting its activities to the Nominating and Corporate Governance Committee, and
performing such other responsibilities as may be assigned or delegated to it by the Nominating and Corporate Governance Committee.
Additional details regarding the EHSESG Subcommittee’s duties and responsibilities can be found in the Nominating and Corporate Governance Committee Charter located at https://ir.wabteccorp.com/investor-relations.
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