Environmental, Social, and Safety Committee
The Environmental, Social and Safety Committee (the “Committee”) of the Board of Directors (the “Board”) of Mistras Group, Inc. (the “Company”) is established to oversee and promote the Company’s policies, programs and practices involving environmental, social responsibility and safety matters.
The Committee will consist of at least two directors, and the Committee Chair shall be an independent director. The chair and the members of the Committee shall be appointed and removed at any time by the Board based on the recommendation of the Governance Committee.
The Committee will meet from time to time as determined by the Committee in conjunction with regular meetings of the Board and at such other times determined by the Committee or the chair of the Committee. All directors are invited to attend the Committee meetings. The Committee will invite such members of management as the Committee determines appropriate or advisable from time to time. The Committee may establish and delegate authority to any subcommittee of the Committee it deems appropriate or advisable. The Committee will report regularly to the Board on matters within the Committee’s responsibilities and will maintain minutes of Committee meetings.
The Committee will have the following duties and responsibilities:
- Review and provide 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.
- Review and oversee the Company’s health and safety programs, policies and practices; review the Company’s safety performance, including various safety metrics; and report to the Board on the Company’s safety performance and significant strategies, activities, policies and programs involving health and safety.
- Review and oversee management’s social responsibility programs, policies and practices, including those involving corporate responsibility, human rights, and workplace diversity and inclusion.
- Review the activities of the Company’s community and social impact initiatives.
- Review and make recommendations to management on reporting to various stakeholders (including employees, customers, suppliers, shareholders, governments, local communities and the general public) regarding corporate responsibility.
- Review, provide guidance to management, and report to the Board regarding the involvement of significant corporate responsibility issues in major business decisions, to protect the Company’s goodwill and human and intellectual capital.
- Review and reassess the adequacy of this charter on an annual basis and recommend any proposed changes to the Board for approval.
- Present to the Board such information and recommendations as the Committee deems appropriate within the context of this charter, and perform such other duties and functions from time to time as the Committee determines appropriate or assigned by the Board.
- To review each year the Company's philanthropic and educational activities, and the Company's support of charitable organizations. including the Company's contribution budget.
- To discharge any other responsibilities delegated by the Board from time to time
The Committee shall be provided with the resources appropriate to discharge its duties and responsibilities, including the authority to select, retain and terminate experts or consultants, and approve their fees and other retention terms, as the Committee deems appropriate after consultation with the Board.
- Financial Expert
- Independent Director