The Social Responsibility and Corporate Affairs Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Alliance One International, Inc. (the “Company”) to assist the Board with regard to matters relating to corporate social responsibility.
The Committee is formed by Board Resolution pursuant to Article IV, Section 5 of the Bylaws. Changes to the Committee’s Charter and Mandates (this “Charter”) must also be made by Board Resolution. The Committee will act only as a committee, with individual members possessing no power to act on their own.
The Committee will consist of at least three Directors, including a Committee Chairman.
Appointment of Members and Chairman
The Board of Directors will appoint both the members and the Chairman of the Committee. The appointments will be made at each Annual Meeting of the Board or when successors are required.
Removal of Members and Chairman
In accordance with Article IV, Section 9 of the Bylaws, any member of the Committee, including the Chairman, may be removed by majority vote of the Directors then in office.
In accordance with Article IV, Section 10 of the Bylaws, any vacancy may be filled by majority vote of the Directors then in office.
Frequency: The Committee will meet at least annually. The Committee may meet more frequently as necessary or appropriate.
Notice: In accordance with Article IV, Section 6 of the Bylaws (and by reference Article III, Section 6 of the Bylaws), notice of Committee meetings will be provided at least twenty-four (24) hours in advance of the meeting. Meetings may be held at any time without notice if the members waive the notice requirement by attendance at the meeting or otherwise.
Forum: The Committee may meet in person, by telephone, or by other means of communication whereby all persons participating in the meeting may simultaneously hear each other.
Quorum: A quorum shall consist of a majority of the Committee members. Action by a majority of the members shall constitute action by the Committee.
Chairman: In the absence of the Chairman, the Committee will designate by majority vote of the members present another member to serve as Acting Chairman of the meeting.
The Committee will report to the Board on the proceedings of each Committee meeting.
The Secretary of the Company, or his designee, will keep minutes of all Committee meetings. Minutes of each meeting shall be prepared and distributed to the Committee.
The Committee shall:
Consistency with Articles of Incorporation, Bylaws
To the extent that any provision or section of this Charter may be inconsistent with any article, provision or section of the Articles of Incorporation or the Bylaws of the Corporation, the Articles of Incorporation or the Bylaws, as appropriate, shall fully control.
Adopted November 11, 2014.