EXECUTIVE COMMITTEE CHARTER
M.W. Lamach, Chair; A.C. Berzin, G.D. Forsee, J.P. Surma, R.J. Swift and
I. Purpose of Committee:
The Executive Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Ingersoll-Rand plc (the “Company”) to aid the Board in handling matters which arise between Board meetings and, in the opinion of the Chairman of the Board or Lead Director, should not be postponed until the next scheduled meeting of the Board.
II. Committee Membership:
Except as otherwise provided by the Board, the members of the Committee shall be the Chairman of the Board, the Lead Director, and the chairpersons of each of the Audit, Corporate Governance and Nominating, Compensation and Finance Committees of the Board. The Chairman of the Board shall also act as the Chairman of the Committee. In the absence of the Chairman or if the Committee is convened in executive session without the participation of the Chairman, the Lead Director shall act as Chairman of the Committee. Upon election as the Chairman of the Board, the Lead Director or the chairperson of any of the foregoing committees, a director shall automatically become a member of the Committee (and Chairman of the Committee in the case of the Chairman of the Board) and shall serve until such person no longer holds a qualifying position or the person otherwise resigns or is removed by the Board from his or her position with the Committee. Any director of the Company who is not a member of the Committee shall receive copies of meeting materials whenever possible and may attend meetings of the Committee; provided, however, that any director who is not a member of the Committee may not vote on any matter coming before the Committee for a vote. The Committee will consult with the other members of the Board by telephone, e-mail or meeting prior to taking action to the extent possible. The Committee also may invite to its meetings any member of management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. A majority of the members of the Committee shall constitute a quorum thereof.
III. Committee Procedures:
The Committee shall meet at the call of the Chairman or Lead Director. The Lead Director can call a meeting of the Committee in executive session without participation of the Chairman. Minutes of each meeting of the Executive Committee shall be kept.
IV. Committee Authority and Responsibilities:
1. During the interval between meetings of the Board, the Committee shall have and may exercise the powers of the Board to act upon any matters which, in the opinion of the Chairman or Lead Director, should not be postponed until the next previously scheduled meeting of the Board; but, to the extent prohibited by law, shall not have the power or authority of the Board in reference to approving or adopting, or recommending to the shareholders, any action or matter expressly required to be submitted to shareholders for approval under Irish law or under the rules of the New York Stock Exchange. As a matter of corporate governance, the full Board shall meet in person or by telephone whenever possible.
2. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors and approve the fees and other retention terms of such advisors, as it deems appropriate, without seeking approval of the Board or management.
3. The Committee shall make reports to the Board of the matters discussed and actions taken at each Committee meeting at the next regularly scheduled Board meeting.
4. The Committee may form and delegate authority to subcommittees when appropriate.
5. The Committee shall periodically review and reassess the adequacy of this charter and recommend any proposed changes to the Board for approval and the Board may make such changes or any other changes to this charter as the Board, in its discretion, deems appropriate.
6. The Committee shall perform any other activities consistent with this charter, the Company’s Articles of Association and governing law, as the Committee or the Board deems necessary or appropriate.
Adopted by Board – October 7, 2015