Sustainability and Corporate Responsibility Committee

  1. In accordance with the Company’s Bylaws, there shall be a Committee of the Board of Directors to be known as the Sustainability and Corporate Responsibility Committee.  The Sustainability and Corporate Responsibility Committee shall consist of two or more members of the Board of Directors.
  2. The Sustainability and Corporate Responsibility Committee shall:

a)    Review and monitor the performance of the Company as it affects matters relating to sustainability, the environment, communities, customers and other key stakeholders.  Hold periodic meetings with stakeholders to understand external perspectives.

b)    Review issues affecting the acceptance of Company products in the marketplace, including issues of agricultural biotechnology.

c)    Identify and investigate significant emerging issues.

d)   Receive periodic reports on the state and effectiveness of the Business Conduct Program from the Company’s Director of Business Conduct.

e)   Receive periodic reports regarding the Company’s political contributions.

f)    Receive periodic reports regarding the Company’s charitable contributions.

g)   Oversee the management of risks related to sustainability and the environment and the Company’s interactions with communities, customers and other key stakeholders, including risks related to reputation.

h)  Perform such other duties and responsibilities as may be assigned to the Sustainability and Corporate Responsibility Committee by the Board of Directors and/or the Chairman of the Board.

i)     Make delegations of authority and responsibilities of the Sustainability and Corporate Responsibility Committee as the Sustainability and Corporate Responsibility Committee deems appropriate and periodically review such delegations.

  1. The Sustainability and Corporate Responsibility Committee shall meet at least four times per year.  Meetings will be held at the convenience of the members, but, preferably, in advance of meetings of the Board of Directors.  Minutes of each meeting shall be kept.  The Sustainability and Corporate Responsibility Committee shall report to the full Board on a periodic basis as to the status of Company programs and initiatives on sustainability, environmental matters and social responsibility.
  2.  The Sustainability and Corporate Responsibility Committee shall produce and provide to the Board of Directors an annual performance evaluation of the Sustainability and Corporate Responsibility Committee, which evaluation shall compare the performance of the Sustainability and Corporate Responsibility Committee with the requirements of this Charter.  The performance evaluation shall also recommend to the Board of Directors any improvements to the Sustainability and Corporate Responsibility Committee’s Charter deemed necessary or desirable by the Sustainability and Corporate Responsibility Committee.  The performance evaluation by the Sustainability and Corporate Responsibility Committee shall be conducted in such manner as the Sustainability and Corporate Responsibility Committee deems appropriate.  The report to the Board of Directors may take the form of an oral report by the Chairperson of the Sustainability and Corporate Responsibility Committee or any other member of the Sustainability and Corporate Responsibility Committee designated by the Committee to make this report.

Last Revised:  October 25, 2010