Technology, Safety & Sustainability Committee

Technology, Safety & Sustainability Committee

Technology, Safety & Sustainability Committee

The Technology, Safety & Sustainability Committee assists the Board in its oversight of: (a) technology and research & development, including the use of technology in products applications; (b) safety, particularly the use of technology in enhancing safety performance; (c) sustainability and environmental matters; and (d) certain enterprise risks.  In furtherance of these duties, the Technology, Safety & Sustainability Committee, among other duties,

(1) reviews and evaluates Praxair's use of technology and its technology capabilities and Praxair's strategies, objectives and effectiveness of research and development efforts;

(2) monitors and reviews Praxair's personnel, process and distribution safety goals and performance and the use of technology to enhance safety performance; 

(3) reviews Praxair's policies, programs and practices related to sustainability and the environment; and  

(4) provides oversight and guidance on certain enterprise risks that are not otherwise reviewed by the full Board of Directors or its other committees including (a) natural disasters, and (b) plant control systems security.

Technology, Safety & Sustainability Committee Charter

The Technology, Safety & Sustainability Committee shall assist the Board of Directors in fulfilling its oversight responsibilities for the Corporation's policies, practices and performance with respect to (1) the use of technology and research and development efforts; (2) safety of the Corporation's employees and contractors, employees of joint ventures and affiliates, and others in the communities in which the Corporation operates; (3) sustainability and environmental matters; and (4) certain enterprise risks including natural disasters, plant security and competitive threats. In discharging these responsibilities, the Committee shall:

Technology; Research & Development Matters:

    1.   Review and evaluate the Corporation's use of technology and its technology capabilities as they relate to the Corporation's business strategies, including plant, process, distribution and applications technology

    2.   Monitor and review the Corporation's strategies, objectives and effectiveness of research and development efforts.

Safety Matters:      

     3.  Monitor and review the Corporation's personnel, process and distribution safety goals and performance with        respect to the Corporation's employees and contractors, employees of joint ventures and affiliates, and others in the communities in which the Corporation operates. Monitor and review the Corporation's processes to ensure compliance with internal policies and applicable laws and regulations. 

     4.   Review the use of technology to enhance safety performance.

Sustainability and Environmental Matters:

     5.    Review the Corporation's policies, programs and practices related to sustainability and the environment,               including processes to ensure compliance with internal policies and applicable laws and regulations.

     6.   Assess current and emerging risks and issues related to sustainability and the environment.

Certain Enterprise Risk Matters:

     7.   Provide oversight and guidance on certain enterprise risks that are not otherwise reviewed by the full Board of Directors or its other committees including (a) natural disasters, (b) plant control systems security, and (c) competitive threats arising from, among other things, new products and service offerings. 

     8.   Review the Corporation's risk management and assessment policies and practices as they relate to the foregoing matters, including crisis management procedures.

Other Matters: 

The Committee shall perform such other functions, within the scope of the foregoing which the Committee deems appropriate to undertake, or that the Board of Directors may assign to the Committee, from time to time.

The Committee shall conduct an evaluation of its performance and charter at least annually, and recommend to the Board such Committee Charter changes as the Committee deems appropriate.

The Committee shall have the sole authority to retain, and approve the fees and other retention terms of, legal and other advisors, as it deems necessary for the fulfillment of its responsibilities.

The Committee shall have the authority to designate, and delegate duties to, such standing and ad-hoc sub-committees as it deems necessary or desirable.

A majority of the members of the Committee shall constitute a quorum for the transaction of business, subject to the provisions of Article II, Section 6 of the Corporation's by-laws regarding the appointment of a substitute director to act in the place of any absent or disqualified Committee member.

The vote of a majority of the members and substitute members present at any meeting at which a quorum is present shall be the act of the Committee.

The Committee Chairman shall have the authority to call a special meeting of the Committee whenever s/he deems such meeting necessary or desirable.

The Chairman or his or her delegate shall regularly make a report to the Board regarding the Committee's activities.