Cybersecurity Committee Charter
The purpose of the Cybersecurity Committee (the “Committee”) of the Board of Directors (the “Board”) of Howmet Aerospace Inc. (the “Company”) is to assist the Board in fulfilling its oversight of the Company’s cybersecurity programs and risks.
The Committee shall consist of one or more members, as shall be determined by the Board from time to time. The members of the Committee shall be appointed by a majority vote of the Board from among its members based on the recommendations of the Board’s Governance and Nominating Committee and shall serve until such member’s successor is duly appointed and qualified or until such member’s resignation or removal by a majority vote of the Board.
Authority and Responsibilities
The Committee shall have the following specific authority and responsibilities (in addition to any others that the Board may from time to time delegate to the Committee):
- The Committee shall regularly review the state of the Company’s cybersecurity, including review of the threat landscape facing the Company; the Company’s strategy, policies and procedures to mitigate cybersecurity risks, such as initiatives for identification, protection, detection, response and recovery; any significant cybersecurity incidents; and consideration of the impact of emerging cybersecurity developments and regulations that may affect the Company.
- The Committee shall regularly meet with Company personnel and external advisors, if any, regarding cybersecurity matters, as the Committee deems appropriate.
- The Committee shall review its own performance and reassess the adequacy of its charter on a periodic basis as it deems appropriate, and submit such evaluation, including any recommendations for change, to the full Board for review, discussion and approval.
Structure and Operations
The Board shall designate one member of the Committee to act as its chairperson. The Committee shall meet in person, telephonically or via other communications equipment by means of which all persons participating in the meeting can hear each other. The Committee shall meet at least three times per year at such times and places determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous consent, when deemed necessary or desirable by the Committee or its chairperson. The chairperson, with input from the other members of the Committee, shall set the agendas for Committee meetings. In the event of a Subcommittee of two or more persons, two members of the Committee shall constitute a quorum; when more than two members are present, the act of a majority of such members at a meeting at which a quorum exists shall be the act of the Committee, and when only two members are present, the unanimous vote of the two members shall constitute the act of the Committee.
The Committee may request that any directors, officers or other employees of the Company, or any other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests. The Committee may exclude from its meetings any persons it deems appropriate in order for it to fulfill its responsibilities.
The Committee shall maintain minutes or other records of its meetings and shall give regular reports to the Board on these meetings, including the Committee’s actions, conclusions and recommendations and such other matters are required by this charter or as the Board may from time to time specify. Reports to the Board may take the form of oral reports by the chairperson of the Committee or any other member of the Committee designated by the Committee to give such report.
Except as expressly provided in this charter, the Company’s Bylaws or the Company’s Corporate Governance Guidelines, or as required by law, regulation or New York Stock Exchange listing standards, the Committee shall set its own rules of procedure.
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