appointing, overseeing and determining the work and compensation of any compensation consultant, independent legal counsel or other adviser retained by the compensation committee; and
administering, reviewing and making recommendations with respect to our equity compensation plans.
Corporate Governance Committee
Our Corporate Governance Committee is responsible for, among other things:
assisting our Board in identifying prospective director nominees and recommending to the Board nominees for election at each annual meeting of shareholders;
reviewing our corporate governance principles and practices and recommending changes, as appropriate, in light of developments in governance practices;
overseeing the evaluation of our Board and management;
reviewing succession planning;
recommending members for each Board committee to our Board;
reviewing compensation programs for our outside directors; and
reviewing and monitoring our code of conduct and actual and potential conflicts of interest of members of our Board and our executive officers.
Environmental, Social Responsibility, Environmental and Safety Committee
The Board established this committee in September 2020 to help emphasize our commitment to be a responsible member of the communities in which we operate. In addition, safety and responsible environmental practices have long been a part of our culture and having a committee of the Board oversee these areas strengthens our commitment in these areas. TheOur Environmental, Social Responsibility, Environmental and Safety Committee is responsible for, among other things:
reviewing and providing guidance to management on environmental and sustainability issues and impacts, and the integration of environmental compliance and sustainability into the Company’s business, including innovation, product design, manufacturing and sourcing, and operations;
reviewing and overseeing the Company’s health and safety programs, policies and practices;
reviewing and overseeing management’s social responsibility programs, policies and practices, including those involving corporate social responsibility, human rights, and workplace diversity and inclusion;
Overseeing the Company’s management of its risks and opportunities related to climate change and direct any findings related to such matters to any other appropriate committee of the Board.
reviewing the activities of the Company’s community and social impact initiatives;
reviewing the reporting to various stakeholders regarding corporate social responsibility; and
reviewing provide guidance to management, and report to the Board regarding the involvement of significant corporate social responsibility issues in major business decisions, to protect the Company’s goodwill and human and intellectual capital; and
reviewing each year the Company's philanthropic and educational activities, and the Company's support of charitable organizations. including the Company's contribution budget.capital.
Board Leadership Structure
Under our corporate governance guidelines, the Board does not have a policy on whether the roles of the Chairman and Chief Executive Officer, or CEO, should be separate or combined. The Board believes it should be free to determine what is best for the Company at a given point in time, as different leadership structures for a board of directors have their own advantages and disadvantages, which must be considered in the context of the specific circumstances, culture and challenges facing a company.
We had a combined Chairman/CEO leadership model inFor several years, the past, but since August of 2017, the Board has separated the roles by namingof Chairman and CEO, with Dennis Bertolotti serving as President and CEO whileand Dr. Vahaviolos moved to the role ofserving as our Executive Chairman since 2017. This enables Dr. Vahaviolos, as our founder and long-term Chairman and for many years our President and CEO, to continue contributing his in-depth knowledge of the issues, opportunities and challenges we face, while Mr. Bertolotti, as CEO, can provide his insights as to the market, strategy and day-to-day operations.