The purpose of this Charter is to set forth the composition, duties and responsibilities of the Environmental, Social and Governance Committee (the “ESG Committee”) of the Board of Directors (the “Board”) of Safe Bulkers, Inc. (the “Company”). The ESG Committee is appointed by the Board to assist the Board in fulfilling its responsibilities.
The ESG Committee will be comprised of three or more of the members of the Board. The Chair shall be selected by the members of the ESG Committee. The Company Secretary or a nominee will be the Secretary of the ESG Committee.
The ESG Committee shall meet as often as it may deem necessary and appropriate in its judgment, but in no event fewer than two times per year. Meetings may be held in person or by videoconference/phone at the request of any member.
A meeting of the ESG Committee may be called by any member of the ESG Committee or by the Secretary.
Notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed will be forwarded to each member of the ESG Committee not fewer than five working days before the date of the meeting.
A majority of the members of the ESG Committee shall constitute a quorum.
In the absence of the Chair and/or an appointed deputy, the remaining members present will elect one of their number to chair the meeting.
The Secretary will keep appropriate records of all meetings of the ESG Committee with appropriate minutes of the proceedings and resolutions.
Copies of the minutes of the meetings will be circulated to all members of the ESG Committee and to the Chairman of the Board. Further, any director may, upon request to the Secretary of the ESG Committee, as long as there is no conflict of interest, obtain copies of the ESG Committee’s agenda and minutes.
The ESG Committee shall report to the Board on its activities and make recommendations to the Board as appropriate.
The ESG Committee shall review and support the ESG guidelines, strategic targets, policies and objectives which have been developed and recommended by the executive management and approved by the Board.
The ESG Committee shall support the development of the Company’s overall ESG strategic direction, providing the executive management and the Board with ESG insights on significant trends across the ESG agenda.
The ESG Committee shall review and recommend to the Board the approval of an annual ESG report.
The ESG Committee shall review the Company’s ESG performance and ensure governance oversight by the Board of the ESG strategy and implementation, based on the adopted reporting framework and relevant key performance indicators.