The primary purpose of the Cybersecurity Advisory Subcommittee (the “Subcommittee”) of the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Howmet Aerospace Inc. (the “Company”) is to assist the Audit Committee to fulfill its responsibility of reviewing the Company’s enterprise risk relating to cybersecurity.
The Subcommittee may consist of one or more members. The number of members in the Subcommittee shall be determined from time to time by the Audit Committee.
The members of the Subcommittee shall be appointed by a majority vote of the Audit Committee from among its members 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 Audit Committee.
Authority and Responsibilities
The Subcommittee shall have the following specific authority and responsibilities (in addition to any others that the Audit Committee may from time to time delegate to the Subcommittee):
Structure and Operations
In the event of a Subcommittee of one member, the Audit Committee shall designate that member to act as the chairperson of the Subcommittee. In the event of a Subcommittee of more than one person, the Audit Committee shall designate one member of the Subcommittee to act as its chairperson. The Subcommittee shall meet at such times and places as the Subcommittee or its chairperson shall determine. The chairperson shall set the agendas for Subcommittee meetings. In the event of a Subcommittee of two or more persons, two members of the Subcommittee 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 Subcommittee, and when only two members are present, the unanimous vote of the two members shall constitute the act of the Subcommittee.
The Subcommittee may request that any directors, officers or other employees of the Company, or any other persons whose advice and counsel are sought by the Subcommittee, attend any meeting of the Subcommittee to provide such pertinent information as the Subcommittee requests. The Subcommittee may exclude from its meetings any persons it deems appropriate in order for it to fulfill its responsibilities.
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 Subcommittee shall set its own rules of procedure.