Download ESG Committee Charter
Purpose:
The Environmental Social and Governance Committee (“ESG Committee”) purpose is to support the Company’s ongoing commitment to environmental stewardship, health and safety, corporate social responsibility, corporate governance and sustainability as relevant to the Company. The ESG Committee consists of a group of cross-functional executives.
The Committee aims to:
- Define ESG priorities, objectives and strategy with the goal of further integrating sustainability into the Company’s strategy and operations;
- Oversee and coordinate the implementation of the Company’s ESG initiatives;
- Assist the Governance and Nominating Committee (“GNC”) of the TriMas Board of Directors in fulfilling oversight responsibilities with respect to the Company’s ESG efforts; and
- Monitor and assess developments relating to and improving the Company’s understanding of ESG matters.
Committee Members:
The ESG Committee will include a Steering Committee and an Action Committee, taking into account such employee’s expertise in relevant and varied disciplines. Appendix A includes the current members of the ESG Steering Committee and the ESG Action Committee.
Duties & Responsibilities:
The duties and responsibilities of the ESG Committee shall be as follows:
- To set the tone and reinforce the culture within the Company regarding sustainability, promote open discussion and integrate ESG management into the Company’s processes and goals;
- To assist in the setting of the Company’s general strategy with respect to ESG matters and to consider and recommend policies, practices and disclosures that conform with such strategy;
- To work toward understanding TriMas’ impact on the environment and reducing our greenhouse gas (GHG) emissions over time by assessing the Company’s climate-related risks and opportunities, and continuously improving our manufacturing, procurement and product development processes;
- To assist in overseeing internal and external communications with employees, investors, customers, suppliers and other stakeholders regarding the Company’s position on or approach to ESG matters, including by coordinating and reviewing, as appropriate, draft responses, reports or other disclosures to stakeholders;
- To consider the current and emerging ESG matters that may affect the business, operations, performance or public image of the Company;
- To maintain metrics, systems and procedures, as deemed necessary and appropriate, to monitor and track ESG matters; and
- To perform such other duties, tasks and responsibilities relevant to the purpose of the ESG Committee as may from time to time be requested by the GNC or the TriMas Board of Directors.
Meetings:
The ESG Action Committee will hold meetings on a regular basis, and will provide an update to the Steering Committee on a quarterly basis. The ESG Action Committee may meet at such other times as necessary or appropriate to fulfill its duties and responsibilities. The ESG Action Committee may ask other employees of the Company to attend meetings to provide pertinent information as requested. Members of the ESG Committee may participate in meetings through telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other. The Chairpersons of the ESG Steering and Action Committees, or his or her designee, are responsible for scheduling and setting the agenda for each meeting. The Company’s Senior Director, ESG will serve as the Chairperson of the ESG Action Committee.
Reporting and Delegation:
The Action Committee Chairperson, in coordination with TriMas’ President and CEO, will make regular reports of the ESG Committee to the GNC and Board of Directors. The ESG Steering Committee may, at its discretion, delegate all or a portion of its duties and responsibilities to one or more to the ESG Action Committee subcommittees of the ESG Committee.
Charter Modifications: The ESG Steering Committee will review and assess this Charter regularly and recommend any proposed changes.
Appendix A: TriMas ESG Committee Members
The ESG Committee will include a Steering Committee and an Action Committee, taking into account such employee’s expertise in relevant and varied disciplines. Current committee members are as follows:
ESG Steering Committee:
- TriMas President and CEO (Steering Committee Chair)
- TriMas Chief Financial Officer
- TriMas General Counsel
- TriMas Packaging, President
- TriMas Aerospace, President
- Specialty Products, VP of Operations
ESG Action Committee:
- TriMas Senior Director, ESG (Action Committee Chairperson; reports to TriMas’ President and CEO)
- TriMas VP, Controller and Chief Accounting Officer
- TriMas VP, IR and Communications
- TriMas VP, Compensation, Benefits and Talent Management
- TriMas Associate General Counsel
- TriMas Packaging, VP, Human Resources
- TriMas Packaging, Global Director Continuous Improvement & EHS
- TriMas Packaging, EHS Director
- TriMas Aerospace, Finance Officer
- Specialty Products, VP, Human Resources
- TriMas Analyst, IR and Communications
- TriMas Director, Business Analytics
