RESOLVED: Amend Article II of the bylaws of the corporation to add a new section 2.11 authorizing the board to establish a Board Committee on Sustainability.
- Board Committee on Sustainability:
- The Board is authorized and encouraged to appoint a Board Committee on Such committee could engage in ongoing review of corporate policies, above and beyond matters of legal compliance, to assess the Corporation’s response to changing conditions and knowledge of the natural environment, including but not limited to, waste creation and disposal, natural resource limitations, energy use, waste usage, and climate change.
- The Board of Directors is authorized in its discretion, consistent with these Bylaws and the Washington Business Corporation Act, by resolution adopted by a majority of the Board members to: (1) select the members of the Committee, (2) provide said committee with funds for operating expenses, (3) prescribe guidelines for said Committee’s operations, (4) empower said Committee to solicit public input and to issue periodic reports to shareholders and the public, at reasonable expense and excluding confidential information, on the Committee’s activities, findings and recommendations, (5) articulate any impact of committee membership on the member’s fiduciary responsibility, and (6) adopt any other measures within the Board’s discretion consistent with these Bylaws and applicable
- Nothing herein shall restrict the power of the Board of Directors to manage the business and affairs of the The Board Committee on Sustainability shall not incur any costs to the company except as authorized by the Board of Directors.
The Board Committee on Sustainability would be authorized on an ongoing basis to initiate, review, and make policy recommendations regarding the company’s preparedness for changing environmental conditions that may affect the sustainability of our business. Issues related to sustainability might include, but are not limited to: global climate change, emerging concerns regarding toxicity of materials, resource shortages, biodiversity loss, and political instability due to changing environmental conditions. As things stand now, the Nominating and Governance Committee has responsibility to conduct an annual review of the Company’s Global Responsibility Report, but this is just one among 18 other duties which primarily relate to the recruitment, election, duties, and compensation of the Board members. The proponent believes it is important for an independent committee to be created with focused fiduciary duties for oversight of company sustainability policies and practices.
Adoption of this resolution would enhance our reputation and reinforce our company’s position as an industry leader in this area of increasing and long term concern to investors and policy makers. The proposed by‐law would authorize and encourage the creation of a Board Committee, but would retain discretion for appointment and implementation with the full Board of Directors.