The purpose of the Executive Committee (the “Committee”) of the Board of Directors (the “Board”) of Arconic Inc. (the “Company”) is to exercise the authority of the Board, except as otherwise limited by law and subject to the limitations set forth below, during the intervals between regularly scheduled Board meetings when Board action is needed.
It is the intent of the Board that matters should be brought before the full Board for consideration and that the Committee should act when necessary during the intervals between regularly scheduled Board meetings when Board action is needed. The Board recognizes the need for flexibility to act on matters between Board meetings where, for example, the matter is time sensitive or prompt action is otherwise advisable.
The Committee shall consist of no fewer than three members, the exact number to be determined from time to time by the Board.
The members of the Committee shall be appointed by a majority vote of the whole Board from among its members based on the recommendations of the Governance and Nominating Committee and shall serve until such member’s successor is duly appointed and qualified or until such member’s resignation or removal by a majority vote of the whole Board.
Authority and Responsibilities
The Committee shall have the following specific authority and responsibilities (in addition to any others that the Board may from time to time delegate to the Committee):
The Committee shall have and exercise the authority of the Board in the management of the business and affairs of the Company, except as otherwise limited by law or by resolutions of the Board, and provided that the Committee shall not have any power or authority as to the following:
Structure and Operations
The Board shall designate one member of the Committee to act as its chairperson. A meeting may be called by any member of the Committee. A majority of the members of the Committee shall constitute a quorum; the act of a majority of such members at a meeting at which a quorum exists shall be the act of the Committee.
Notice of a Committee meeting shall be given by letter or other writing deposited in the United States mail or with an express mail or private courier service not later than during the second day immediately preceding the day for such meeting, or by word of mouth, telephone, facsimile, e-mail or other oral, written or electronic communication means received not later than during the day immediately preceding the day for such meeting. Attendance of a person at any meeting shall constitute a waiver of notice of the meeting. Notice of Committee meetings shall be given to all members of the Board, regardless of whether they are members of the Committee.
The Committee may request that any directors, officers or other employees of the Company, or any other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests. The Committee may exclude from its meetings any persons it deems appropriate in order for it to fulfill its responsibilities. All members of the Board, regardless of whether they are members of the Committee, may attend any meeting of the Committee.
The Committee shall maintain minutes or other records of its meetings. As soon as reasonably practicable, but not later than the Board’s next regularly scheduled meeting, the Committee shall report to the Board and provide the minutes or other records of its meetings and, if the Committee has taken any action by unanimous consent, information regarding such action.
Except as expressly provided in this charter, the Company’s By-Laws or the Company’s Corporate Governance Guidelines, or as required by law, regulation or NYSE listing standards, the Committee shall set its own rules of procedure.
(Revised November 2016)