RISK MANAGEMENT COMMITTEE CHARTER
The executive management of DigitalGlobe, Inc. (the "Company") is primarily responsible for enterprise risk management for the Company. The Company’s Board of Directors ("Board") has responsibility to oversee management’s exercise of these responsibilities. To assist the Board, the Company has established, through its bylaws, a Risk Management Committee (the "Committee") whose authority and responsibilities are described by this Charter.
- Purpose and Responsibilities
This Charter is created in order to define the Committee’s objectives, the range of its authority, the scope of its activities and its duties and responsibilities. The responsibilities of the Committee include the following, to be conducted in coordination with the Board and other Board committees, as appropriate.
- Oversee the Company’s development, maintenance and periodic updating of an Enterprise Risk Management Program for assessing, monitoring and mitigating enterprise risk;
- Review the Company’s identification of risks and their mitigation for adequacy and the Company’s risk tolerance profile in relation to alignment with the Company’s strategy;
- Periodically, but not less than annually, review the adequacy of the Company’s resources to perform its risk management responsibilities and achieve objectives;
- Periodically, but not less than annually, meet with the Company’s Executive Risk Oversight Committee to review the Company’s Enterprise Risk Management Program.
- Review on a quarterly basis the Company’s performance against Company specified risk reduction metrics;
- Review, through quarterly reporting by the Company, or such other means as the Committee may request, the Company’s performance against material contracts, identifying any areas that may materially affect the Company’s overall risk exposure;
- Review the Company’s information technology and industrial security programs through quarterly reporting by the Company, or such other means as the Committee may request;
- Periodically, but not less than annually, review the Company’s compliance with legal and regulatory requirements relating to business operations; and
- Perform such other duties as may from time to time be assigned by the Board.
The Committee’s responsibilities under this Charter shall not be construed to preempt, reduce or otherwise alter the responsibilities of the Company’s Audit Committee, or any other Committee of the Board, nor shall they be construed to relieve management of its primary responsibility for enterprise risk management.
The Committee will annually review and reassess the adequacy of the Committee’s Charter.
- Size, Composition and Term of Appointment
- The Committee shall be comprised of three or more members of the Board as determined by the Board. Not less than one member shall hold TS/SCI security clearances, and not less than one member shall serve on the Company’s Audit Committee. All members of the Committee shall be independent Directors.
- The Board shall annually appoint the Committee’s chairperson and members and, as part of that process, shall determine whether each member is independent and otherwise meets the qualifications specified above. Each member shall serve at the pleasure of the Board for such term as the Board may decide or, with respect to an individual Committee member, until such Committee member is no longer a Board member.
- The Committee will meet on a quarterly basis and special meetings may be called when circumstances require.
- Minutes of Committee meetings will be prepared and distributed to Committee members and approved at subsequent meetings. Final minutes of all Committee meetings shall be sent to the corporate secretary of the Company for safekeeping with the Company’s records.
- The Committee will be governed by the same rules regarding meetings, actions without meetings, notice, waiver of notice, and quorum and voting requirements that are applicable to the Board. The Committee is authorized to adopt its own rules of procedure not inconsistent with any provision of this Charter, the bylaws of the Company, or the laws of the State of Delaware.
- Authority/Oversight by the Board of Directors
- The Committee derives its authority from the bylaws of the Company. The Committee’s direct reporting relationship is to the Board.
- The Committee will report its activities to the full Board on a regular basis so that the Board is kept informed of its activities on a current basis. The Committee will perform all duties determined by the Board.
- The Committee is authorized to have full and unrestricted access to all personnel, records, operations, properties, and other information and resources of the Company as required to discharge its duties and responsibilities properly.
- Outside Advisors/Funding
- The Committee has the authority to engage independent counsel and other advisors as it deems necessary to carry out its duties. The Company shall provide for the appropriate funding, as determined by the Committee, for payment of compensation to any such counsel and other advisors engaged by the Committee, and ordinary administrative expenses necessary or appropriate in carrying out its duties.
- Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company, and the Committee will take all necessary steps to preserve the privileged nature of those communications.