The Governance, Environmental and Social Responsibility Committee (Committee) of the Board of Trustees (the Board) of Eversource Energy (the Company) is responsible for oversight of the Company’s governance programs. It establishes the criteria for membership on the Board, recommends the composition of the Board and its committees, monitors a process to assess Board effectiveness and develops and regularly reviews a set of corporate governance guidelines applicable to the Company. The Committee also has primary oversight responsibility for the Company’s environmental, human capital management and social responsibility programs and performance.
Membership and Meetings
The members of the Committee shall meet the independence requirements of the New York Stock Exchange. Trustees serving on the Committee shall have sufficient knowledge and familiarity in the area of corporate governance practices and policies to discharge the duties and responsibilities of the Committee.
The members of the Committee shall be appointed annually by the Board. One of the members of the Committee shall be designated by the Board to be Chair.
The Committee shall meet as often as it determines, but not less frequently than three times per year.
Committee Authority and Responsibilities
The Committee shall have the authority to delegate its responsibilities to subcommittees (consisting of one or more its members) as the Committee sees fit.
The Committee shall have the authority, to the extent it deems necessary or appropriate, to retain and terminate any search firm to be used to identify candidates for membership on the Board, and to retain consultants, outside counsel and other advisors. The Committee or its Chair acting on behalf of the Committee shall have sole authority to approve related fees and engagement terms.
The Committee shall make regular reports to the Board. The Committee shall maintain minutes of its meetings and provide copies of the minutes to the Board. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance and report its findings to the Board.
The Committee, as necessary or appropriate, shall:
- Develop and recommend to the Board for its approval a set of corporate governance guidelines. The Committee shall review the guidelines annually and recommend changes to the Board for approval as necessary.
- Establish criteria, including required qualifications and experience, for Board candidates and for evaluating suitability of potential nominees proposed by management or shareholders.
- Prepare for recommendation to the Board a slate of Trustee candidates for submission to a vote of the Company's shareholders.
- Perform an annual examination of whether a Trustee qualifies as independent and make a recommendation on the findings of the Committee to the Board.
- Review whether a Trustee's proposed membership on the Board or in management of a business enterprise would create a material relationship which would pose a conflict or impair such Trustee's independence, and consider resignations prompted by the Company's corporate governance guidelines and make recommendations to the Board concerning the acceptance or rejection of any such resignations.
- Annually recommend to the Board a member of the Board to serve as Lead Trustee.
- Annually recommend to the Board a member of the Board to serve as Chairman of the Board.
- Annually recommend to the Board for its approval individuals for election as officers of the Company.
- Annually review the sufficiency of the charters of all committees of the Board, and the reports thereon of such committees, and report thereon to the Board with recommendations for any changes for approval by the Board.
- Oversee the Company’s environmental, human capital management and social responsibility strategy, programs, policies, risks and performance, and review them with the Board periodically.
- Recommend to the Board for its approval Trustees to serve as members of each committee. The Committee shall review and recommend committee slates annually and shall recommend additional committee members to fill vacancies as needed.
- Conduct an annual evaluation of the Board and its committees by reviewing the effectiveness of Board and committee meetings, the desired subject matter and communication between the Board and the Company’s management. The Committee shall report its findings to the Board.
Effective: February 9, 2021