The purpose of the Environmental, Social, and Governance Steering Subcommittee (the “ESG Subcommittee”) of Argan, Inc. (the “Company”) is to support the Company’s on-going commitment to environmental, health, and safety, corporate social responsibility, corporate governance, sustainability, and other public policy matters relevant to the Company (collectively, “ESG Matters”) by assisting the senior management of the Company in: (a) setting the Company’s general strategy relating to ESG Matters, as well as developing, implementing, and monitoring initiatives and policies at the Company based on that strategy; (b) overseeing communications with employees, investors, and other stakeholders of the Company with respect to ESG Matters; and (c) monitoring and anticipating developments relating to, and improving the Company’s understanding of, ESG Matters.
The members of the ESG Subcommittee will be approved by the Nominating/Corporate Governance Committee of the Board of Directors of the Company from time to time.
Unless otherwise determined by the ESG Subcommittee, the ESG Subcommittee will generally hold regular meetings quarterly. The ESG Subcommittee may meet at such other times as necessary or appropriate to fulfill its duties and responsibilities. The ESG Subcommittee may ask other officers and employees of the Company to attend the meetings to provide pertinent information as requested. Members of the ESG Subcommittee 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 Chairperson of the ESG Subcommittee, or his or her designee, is responsible for scheduling and setting the agenda for meetings.
IV. Duties and Responsibilities
The ESG Subcommittee will have, without limitation, the following duties and responsibilities:
(a) to assist the management of the Company in setting the Company’s general strategy with respect to ESG Matters, and to consider and recommend policies, practices, and disclosures that conform with the strategy;
(b) to assist the management of the Company in overseeing internal and external communications with employees, investors, 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;
(c) to consider, and bring to the attention of the management of the Company, as appropriate, current and emerging ESG Matters that may affect the business, operations, performance, or public image of the Company or are otherwise pertinent to the Company and its stakeholders, and to make recommendations to the management of the Company, as appropriate, regarding how the Company’s policies, practices, and disclosures can adjust to or address such trends and issues;
(d) to advise the management of the Company on ESG-related stockholder proposals, ESG-related proxy voting issues and other significant stakeholder concerns relating to ESG Matters;
(e) to review the Company’s strategy, policies, practices, and disclosures for consistency with respect to ESG Matters, and to make such recommendations to management with respect thereto as it may deem advisable;
(f) to review and assess this Charter annually and recommend any proposed changes for approval; and
(g) to perform such other duties, tasks, and responsibilities relevant to the purpose of the ESG Subcommittee as may from time to time be requested by the Nominating/Corporate Governance Committee or CEO.
V. Reporting and Delegation
The ESG Subcommittee will report to the Nominating/Corporate Governance Committee and to such other members of the senior management of the Company as the Nominating/Corporate Governance Committee may from time to time designate.