I. PURPOSE
The Purpose of the Corporate Social Responsibility (“CSR”) Committee (the "Committee”) is to review, make recommendations to, and approve Green Mountain Coffee Roasters, Inc.’s (the “Company’s”) policies, programs, partnerships, activities, and goals relating to the Company’s social and environmental impact.
The Committee will undertake this work to help the Company both achieve its social and environmental goals as well as leverage its CSR programs, policies, partnerships, activities and goals in support of the differentiation of the Company and its brands in the marketplace.
II. SCOPE
The committee will:
- Support alignment between the Company’s senior executives and the Board on the Company’s CSR goals.
- Review (i) external political and public policy issues and trends that could have the potential for serious impact on the Company’s business operations or corporate reputation and (ii) shareholder proposals involving issues of CSR and/or public policy and to make recommendations to the Board regarding the Company’s response to these proposals consistent with applicable legal and regulatory requirements.
- Review and approve the Company’s annual public CSR Report.
- Assess the effectiveness of external communications regarding the Company’s CSR policies, programs, partnerships, activities, and goals.
- Review and provide guidance to the Company on its CSR programs, policies, partnerships, activities and goals in light of the Company’s overall business strategy as well as the suitability of the CSR management team’s strategy, organization, and plans to achieve its goals. Such review will include the impact of these initiatives, their relationship to business objectives, and the creation of stakeholder value, and will address, as deemed necessary by the Committee:
- The integration of CSR reporting and planning into the overall business planning cycle.
- The vitality, effectiveness, and promotion of domestic community outreach efforts, such as grant-making, workplace volunteerism, and product donations;
- The effectiveness and integrated nature of coffee-growing community engagement through such vehicles as sustainable coffee sourcing, public policy, and grant-making;
- Promotion of responsible labor practices and the protection of human rights, inside the Company and throughout its value chain;
- More effective stakeholder engagement, including the solicitation and incorporation of stakeholder feedback on CSR issues into Company planning, processes, decisions, and public disclosure;
- Responsible and productive management of our environmental impact, including both the creation of positive impacts as well as the reduction of negative impacts by addressing such topics as energy sources and uses, waste generation, packaging, and climate risks and opportunities.
- Review of existing and proposed organizational partnerships which are based on or originate from shared perspectives on CSR-related issues.
- Other areas of interest identified as appropriate for Committee review by the Committee or the Board of Directors.
- Make regular reports to the full Board of Directors, or committees thereof, regarding the Committee’s activities.
- Review and assess the adequacy of this charter and submit any changes to the Board for approval.
- Develop and consult with an outside Advisory Committee periodically on CSR issues as the Committee shall deem appropriate.
- Review such other matters as the Board of Directors or the Committee shall deem appropriate.
III. MEMBERSHIP
The Committee shall consist of at least three members, each of whom shall be members of the Board of Directors. Committee members will be appointed and removed by the Board of Directors on the recommendation of the Governance and Nominating Committee.
IV. MEETINGS
The Committee shall meet with such frequency and at such intervals as it shall determine necessary to carry out its duties and responsibilities, but in any case, at least three times a year. Any member of the Committee may call a meeting of the Committee upon due notice to each other member at least forty-eight hours prior to the meeting (provided that participation in any meeting shall be deemed to constitute waiver of any deficiency in such notice). Any action of the Committee shall be taken by the affirmative vote of a majority of the members and may be taken without a meeting if all members of the Committee consent in writing. The Committee may delegate its authority to a subcommittee or to such other person that the Committee determines is appropriate and is permitted by law. The Committee may establish such other procedures to govern its operation as it determines are appropriate.
V. ADVISORS
The Committee shall have the authority to retain and terminate, at the expense of the Company, such consulting firms or other advisors as it shall consider appropriate to carry out its duties and responsibilities including determining the fees and terms of engagement of such firms or individuals.