The decision to administer the Boards oversight responsibilities in this manner has a key effect on the
Boards leadership and committee structure, described in more detail above.
Oversight of Cybersecurity Risks
As part of the Boards role in overseeing the Companys risk management process, the Board and its Audit Committee devote time and attention to cybersecurity
and information management risks. The Chief Information Officer reports to the Audit Committee quarterly, and the full Board at least once a year, on cybersecurity matters and related risk exposures. Included in these reports are the results of the
Companys continuous security awareness training and anti-phishing scenarios, as well as the status of the Companys goal of becoming compliant with the NIST800 framework by the end of 2022. In addition, management regularly reports on the
Companys insurance policies to the full Board, which includes the Companys $10 million cyber insurance policy.
Environmental, Social and Governance Oversight
As noted above, the Board has charged the Governance Committee with oversight responsibility of the Companys ESG strategy. The Governance Committee receives
quarterly reports from management on the Companys environmental and sustainability activities and risks, including risks related to climate change, and key performance indicators the Company uses to track performance. The Governance Committee
provides regular updates to the Board on the Companys environmental initiatives.
The MD&C Committee assists the Board in discharging its oversight
responsibilities for the Companys human capital management matters, including overseeing the Companys diversity and inclusion process and initiatives. Management provides quarterly updates to the MD&C Committee on these areas and
initiatives.
The full Board receives quarterly updates from both the Governance Committee and the MD&C Committee on environmental and human capital management
matters and initiatives discussed within the respective committees, and also receives regular updates from management on both topics.
The Company also voluntarily
discloses key ESG matters and metrics both on its website and in its annual Environmental, Social and Governance Report. The Companys most recent Environmental, Social and Governance Report, published in May 2021, is available on its website
at www.harsco.com/sustainability. Unless specifically stated herein, documents and information on the Companys website are not
incorporated by reference in this proxy statement.
Experience, Skills and Qualifications
The Governance Committee works with the full Board to determine the appropriate characteristics, skills and experiences for the Board as a whole as well as its
individual members. While the Governance Committee has not established minimum criteria for Director candidates, it has established important factors that it considers when evaluating potential candidates. These factors are set forth in the
Boards Corporate Governance Principles and include integrity and strength of character, mature judgment, strategic thinking, demonstrated leadership skills, relevant business experience, experience with international business issues and risk,
public company experience, innovation, technology or information technology expertise, brand marketing experience, availability, career specialization, relevant technical skills, time and willingness to perform duties as a Director, absence of
conflicts of interest, diversity and the extent to which the candidate would fill a present need on the Board. In addition, as explained in more detail below in the section entitled Diversity, the Board is committed to a policy of
inclusiveness that requires all new Board nominees to be drawn from a pool that includes diverse candidates, with a commitment to seeking out highly qualified women and minority candidates.
In addition to evaluating new Director candidates, the Governance Committee regularly assesses the composition of the Board in order to ensure it reflects an
appropriate balance of knowledge, skills, expertise, diversity and independence. As part of this assessment, each Director is asked to identify and assess the particular experiences, skills and other attributes that qualify him or her to serve as a
member of the Board. Based on the most recent assessment of the Boards composition completed in February 2022, the Governance Committee and the Board have determined that, in light of the Companys current business structure and
strategies, the Board has an appropriate mix of Director experiences, skills, qualifications and backgrounds.
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