public policy and sustainability committee charter

The purpose of the Public Policy and Sustainability Committee (the “Committee”) of the Board of Directors of Yas Marina Petroleum (the “Corporation”) is:

• To assist the Board of Directors in overseeing environmental, social, human rights, political, and public policy matters, including those related to sustainability and climate change, that are relevant to the Corporation’s activities and performance;
• To assist the Board of Directors in devoting appropriate attention and effective response to stockholder concerns regarding environmental, social, human rights, political, and public policy matters that are relevant to the Corporation’s activities and performance; and
• To perform such other duties and responsibilities enumerated in and consistent with this Charter.

membership and appointment

The Committee shall comprise of not fewer than three members of the Board of Directors, as shall be determined from time to time by the Board of Directors based on recommendations, if any, from the Board Nominating and Governance Committee.

The members of the Committee shall be appointed by the Board of Directors upon the recommendation of the Board Nominating and Governance Committee.

removal

The entire Committee or any individual Committee member may be removed from office without cause by the affirmative vote of a majority of the Board of Directors. Any Committee member may resign effective upon giving oral or written notice to the Chairman of the Board of Directors, the Corporate Secretary, or the Board of Directors (unless the notice specifies a later time for the effectiveness of such resignation). If the resignation of a Committee member is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

chairperson

A chairperson of the Committee (the “Chairperson”) may be designated by the Board of Directors based upon recommendations by the Board Nominating and Governance Committee, if any. In the absence of such designation, the members of the Committee may designate the Chairperson by majority vote of the full Committee membership. The Chairperson shall determine the agenda for meetings, and shall have unlimited access to management and information. The Chairperson shall establish such other rules as may from time to time be necessary and proper for the conduct of the business of the Committee.

meetings

The Committee shall meet as often as may be deemed necessary or appropriate, in the judgment of the Chairperson, either in person or telephonically, and at such times and places as the Chairperson determines. The Committee shall meet in executive session without the presence of management of the Corporation, as appropriate. The Committee shall report regularly to the full Board of Directors with respect to its activities.

secretary

The Committee may appoint a Secretary whose duties and responsibilities shall be to keep full and complete records of the proceedings of the Committee and perform all other duties as may from time to time be assigned to him or her by the Committee, or otherwise at the direction of a Committee member. The Secretary need not be a Director.

delegation

The Committee may, by resolution passed by a majority of the Committee, designate one or more subcommittees, each subcommittee to consist of one or more members of the Committee. Any such subcommittee to the extent provided in the resolutions of the Committee, and to the extent not limited by applicable law or listing standard, shall have and may exercise all the powers and authority of the Committee. Each subcommittee shall have such name as may be determined from time to time by resolution adopted by the Committee. Each subcommittee shall keep regular minutes of its meetings and report the same to the Committee or the Board of Directors when required.

authority to retain advisers

In the course of its duties, the Committee shall have sole authority, at the Corporation's expense, to retain and terminate such advisers as it deems necessary.

evaluation; charter review

The Committee shall undertake an annual evaluation assessing its performance, which evaluation shall be reported to the Board of Directors. The Committee shall periodically evaluate the adequacy of this Charter and recommend changes to the Board Nominating and Governance Committee for approval by the Board of Directors.

duties and responsibilities

The following shall be the common recurring duties and responsibilities of the Committee in carrying out its oversight functions. These duties and responsibilities are set forth below as a guide to the Committee with the understanding that the Committee may alter or supplement them as appropriate under the circumstances to the extent permitted by applicable law or listing standard.

1. The Committee shall assist the Board of Directors in identifying, evaluating, and monitoring public policy trends and environmental issues that affect the Corporation’s activities and performance, as well as oversight of voluntary reporting of these matters, and shall recommend to the Board policies, programs and strategies concerning such trends and issues;
2. The Committee shall provide oversight and guidance on, and receive reports regarding, environmental matters, including those related to sustainability and climate change, in connection with the Corporation’s projects and operations;
3. The Committee shall assist the Board in fulfilling its oversight responsibility for the Corporation’s broad enterprise risk management program by reviewing and evaluating risks that may arise in connection with the social, political, environmental, human rights and public policy aspects of the Corporation’s activities, and in doing so direct that the Corporation consider a broad range of perspectives;
4. The Committee shall review public policy trends and make recommendations to the Board of Directors regarding how the Corporation can anticipate and adjust to these trends in order to more effectively achieve its business goals and actively participate in the public policy dialogue;
5. The Committee shall develop recommendations to the Board in order to assist in formulating and adopting basic policies, programs and practices concerning a range of public policy issues which include but are not limited to sustainability and climate change, environmental protection, corporate responsibility, human rights, government relations and the support of charitable, political and educational organizations;
6. The Committee shall annually review the policies and procedures, expenditures and public disclosure practices related to the Corporation’s political activities including political contributions and direct and indirect lobbying;
7. The Committee shall assist the Board of Directors in analyzing the Corporation’s global reputation;
8. The Committee shall annually review stockholder proposals that deal with public policy and environmental issues and make recommendations to the Board regarding the Corporation’s response to such proposals; and
9. The Committee shall, in conjunction with the Board Nominating and Governance Committee, oversee the Corporation’s stockholder engagement program and make recommendations to the Board of Directors regarding its involvement in stockholder engagement.

amendment

This Charter and any provision contained herein may be amended or repealed by the Board of Directors.

Approved: Board of Directors

Date: January 27, 2021