Technology and Innovation Committee
TECHNOLOGY AND INNOVATION COMMITTEE CHARTER
J.L. Cohon, Chair; J. Bruton, G.D. Forsee, L.P. Hudson, R.J. Swift and
I. Purpose of Committee:
The Technology and Innovation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) to review and provide oversight of, and counsel on, matters relating to technology and innovation impacting Ingersoll-Rand plc (the “Company”).
II. Committee Membership:
Any director may express an interest in serving on the Committee, and the Committee will consist of such number of directors as the Board appoints. The Board shall designate the Chair of the Committee. A majority of the members of the Committee shall constitute a quorum thereof.
III. Committee Procedures:
The Committee shall meet as often as it determines to be necessary or appropriate, but will meet at least once a year. Minutes of each meeting of the Committee shall be kept. Any director of the Company who is not a member of the Committee 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 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.
IV. Committee Authority and Responsibilities:
1. The Committee shall review the Company’s technology and innovation strategy and approach, including its impact on the Company’s performance, growth and competitive position.
2. The Committee shall review with management technologies that can have a material impact on the Company, including product and process development technologies, manufacturing technologies and practices, and the utilization of quality assurance programs.
3. The Committee shall assist the Board in its oversight of the Company’s investments in technology and innovation, including through acquisitions and other business development activities.
4. The Committee shall review technology trends that could significantly affect the Company and the industries in which it operates.
5. The Committee shall assist the Board in its oversight of the Company’s technology and innovation initiatives, and support, as requested, the Corporate Governance and Nominating Committee in its review of the Company’s environment, health and safety policies and practices, and the Audit Committee in its review of the Company’s information technology and cybersecurity policies and practices.
6. The Committee shall oversee the direction and effectiveness of the Company’s research and development operations.
7. The Committee shall 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.
8. The Committee shall make regular reports to the Board.
9. The Committee may form and delegate authority to subcommittees when appropriate.
10. 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.
11. 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 – February 3, 2016