Corporate Governance Committees and Charters

Audit

Committee Members:
J.P. Surma, Chair; A.C. Berzin, L.P. Hudson, M.P. Lee, R.J. Swift

Committee Charter:
The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its responsibilities to the shareholders and the investment community with respect to its oversight of the:

• Integrity of the Company’s financial statements, including its accounting policies, financial reporting, disclosure practices and the statutory audit.

• Adequacy of the system of internal controls within the Company to support the financial and business environment.

• Company’s processes to assure its compliance with all applicable laws, regulations and corporate policy.

• Qualification and independence of the Company’s independent auditors.

• Performance of the Company’s internal audit function and independent auditors.

The Committee shall be comprised of three or more directors, each of whom shall be independent and, as determined by the Board consistent with New York Stock Exchange guidelines, free from any relationship that would interfere with the exercise of his or her independent judgment as a member of the Committee.

Each member of the Committee shall be financially literate, defined as being able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement or will become able to do so within a reasonable period of time after his or her appointment. In addition, at least one member of the Committee shall be a financial expert, as determined by the Board in accordance with applicable regulations and New York Stock Exchange requirements. In addition, at least one member of the Committee shall be an independent director within the meaning of Irish law and have competence in accounting or auditing as required by Irish law.

No member of the Committee shall receive compensation from the Company other than (i) director’s fees for service as a director of the Company, including reasonable compensation for serving on the Committee and regular benefits that other directors receive and (ii) a pension or similar compensation for past performance, provided that such compensation is not conditioned on continued or future service to the Company.

The Committee shall meet at least five times annually, or more frequently as circumstances dictate. At each of the five regularly scheduled meetings, and at other meetings as necessary, the Committee shall meet with the senior internal auditing executive and the Company’s independent auditors in separate executive sessions to discuss any audit problems or difficulties or any other matters that the Committee or any of the aforementioned believes should be discussed privately.  In addition, at least two times per year or upon the request of the chief compliance officer of the Company, the Committee shall meet in executive session with such officer.

The Committee shall have the authority to delegate to the Chair of the Committee or a subcommittee any of its responsibilities in this charter, including, in particular, those set forth in paragraphs 4 and 11 below.

The Committee shall have the authority to retain special legal, accounting or other consultants to advise the Committee. The Company will provide for such funding as the Committee deems appropriate for the payment of compensation to the Company’s independent auditors and any special legal accounting or other consultants retained by the Committee. The Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

The Committee shall:

1. Review and reassess the adequacy of this Charter and the Audit Services Charter annually or more often as conditions dictate, and recommend proposed changes to the Board.

2. Meet to review and discuss with management and the independent auditors the Company’s annual audited financial statements and quarterly financial statements prior to their public dissemination, as well as the Company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Company’s critical accounting policies and practices, and alternative treatments within generally accepted accounting principles relating to material items. Such review shall include a discussion of significant issues regarding the accounting and auditing principles and practices (and the resolution of any disagreements between management and the independent auditors), as well as the adequacy of the internal controls and a review of any certifications being issued in respect of such statements by senior executives of the Company.

3. Discuss with the independent auditors the matters required to be discussed by PCAOB Auditing Standard No. 16 relating to the conduct of the audit or review of the quarterly financial statements as included in the Company’s Forms 10-Q.

4. Review and discuss with management and the independent auditors the Company’s earnings press releases (paying particular attention to the use of any “pro forma” or “adjusted” non-GAAP information), as well as financial information and earnings guidance provided to analysts and rating agencies. The Committee Chair will review and discuss in advance each quarterly earnings release or provision of earnings guidance. The other Committee members may participate at their option in these discussions.

5. Consider and approve, if appropriate, major changes to the Company’s auditing and accounting principles and practices as recommended by the independent auditors, management or the internal auditing department.

6. Review significant accounting and reporting issues, including recent professional and regulatory pronouncements.

7. Recommend to the Board of Directors the nomination of the independent auditors for shareholder approval in accordance with Irish law.

8. Review, at least annually, the qualifications and performance of the independent auditors. In conducting its review and evaluation, the Committee shall obtain and review a report from the independent auditing firm describing (a) the firm’s internal quality control procedures; (b) any material issues raised by the most recent internal quality control or peer review of the firm, or by any inquiry or investigation within the preceding five years by governmental or professional authorities, respecting one or more independent audits carried out by the firm; and (c) any steps taken to deal with any issues raised by such review, inquiry or investigation. Based on such review, and taking into account the opinions of the management and the Company’s senior internal audit executive, the Committee should consider whether there should be a rotation of the lead audit partner or the audit firm itself.

9. Review and discuss with the independent auditors, in order to satisfy itself as to their independence, all relationships that would reasonably be thought to bear on the objectivity and independence of the independent auditors. Ensure the receipt of the independent auditors’ annual independent statement.

10. Review with the independent auditors and financial management of the Company in advance and approve all auditing services to be performed by the independent auditors, including the scope, staffing and, subject to prior delegation from the shareholders, the fees of the independent auditors to be incurred in connection with the proposed audit for the current year and, at the conclusion such audit, review such audit including any comments or recommendations of the independent auditors.

11. Approve in advance, subject to and in accordance with applicable laws and regulations, non-audit services and related fees to be performed by the independent auditors.

12. Discuss with management and the independent auditors the Company’s policies with respect to risk assessment and risk management.

13. Obtain and review periodic reports, at least annually, from management assessing the effectiveness of the Company’s internal controls and procedures for financial reporting, including reports on (a) all significant deficiencies or material weaknesses in the design or operation of internal controls; and (b) any fraud, whether or not material, that involves management or other employees having a significant role in internal controls.

14. Obtain from management annually, as required by law, a report on internal controls, which shall (a) state the responsibility of management for establishing and maintaining an adequate internal control structure and procedures for financial reporting; and (b) contain management’s assessment, as of the end of the most recent fiscal year, of the effectiveness of the internal control structure and financial reporting procedures.

15. Obtain from the independent auditors an attestation to (and a report on) the assessment made by management in 14 above.

16. Review the Company’s disclosure controls and procedures and management’s assessment of them.

17. Set clear hiring policies for employees or former employees of the independent auditing firm.

18. Review with the chief compliance officer: (1) at least five times per year, any significant ethics and compliance matters and (2) annually, the chief compliance officer’s annual report on the Company’s overall ethics and compliance program including the Company’s Foreign Corrupt Practices Act (“FCPA”) compliance program, a summary of results of the FCPA risk assessment and a description of program-related plans for the coming year.

19. Establish procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

20. Review with the General Counsel any legal matters, including litigation and regulatory matters and compliance by the Company with Irish company and tax law, which could have a significant impact on the Company’s financial statements.

21. Review periodically (at least annually) with the senior tax executive all tax matters affecting the Company’s financial performance.

22. Review periodically (at least annually) the internal audit organization and the objectives and scope of the internal audit function and examinations.

23. Review and concur in the appointment and replacement of the senior internal auditing executive and establish and maintain a direct reporting relationship with such executive.

24.   Establish and maintain a direct reporting relationship with the chief compliance officer.

25. Cause to be issued the report of the Committee required by the rules of the Securities and Exchange Commission to be included in the Company’s annual general meeting proxy statement.

26. Report to the Board all significant issues discussed and make recommendations to be acted upon by the Board.

27. Conduct an annual evaluation of the performance of the Committee.

28. Review periodically (at least annually) the information techonology security environment as it relates to the network, data, product controls and monitoring solutions.

29. 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

Compensation

Committee Members:
T.L. White, Chair; J. Bruton, J.L. Cohon, G.D. Forsee

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF INGERSOLL-RAND PUBLIC LIMITED COMPANY

The purpose of the Compensation Committee is to discharge the responsibilities of the Board of Directors with respect to the compensation of the Company’s executives.

The Committee shall be comprised of three or more members, each of whom is determined by the Board of Directors to be “independent” under the rules of the New York Stock Exchange. Additionally, no director may serve unless he or she (i) is a “Non-employee Director” for purposes of Rule 16b-3 under the Securities and Exchange Act of 1934, as amended, and (ii) satisfies the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code.

The Committee shall:

  1. Establish the Company’s executive compensation strategies, policies and programs to enable the Company to attract, retain, deploy and motivate executives necessary to meet current and future needs of the enterprise.
     
  2. Review and approve the base salary and executive benefits for the Chief Executive Officer.
     
  3. Review and approve the goals and objectives relevant to the variable compensation of the Chief Executive Officer, evaluate the Chief Executive Officer’s performance against those goals and objectives, and set the Chief Executive Officer’s variable compensation awards based on this evaluation.
     
  4. Review and approve compensation, including salaries, annual incentives, long-term incentives, equity-based awards and all other executive benefits for all other elected officers.
     
  5. Review and approve executive compensation and benefit programs including the Company’s executive incentive compensation plans, equity-based plans and executive pension and welfare plans.
     
  6. Review broad-based employee benefit programs, (e.g., major pension plans, employee savings plans and employee health and welfare plans), and recommend to the Board of Directors proposals for adoption, significant amendment or termination of such plans.
     
  7. Exercise all powers and discretion vested in the Board under the Company's equity compensation plans, including the authority to grant awards.
     
  8. Approve the content and issuance of change in control agreements to employees.
     
  9. Select, retain and/or replace, or obtain advice of, as needed in its sole discretion, compensation and benefits consultants, independent legal counsel and any other adviser to provide advice to the Committee. In that connection, in the event the Committee retains any such adviser, the Committee shall be directly responsible for compensation and oversight of the adviser and shall have the sole authority to approve such adviser’s fees and other retention terms.  The Company shall provide appropriate funding, as determined by the Committee, for payment of reasonable compensation to such adviser.  Before selecting such an adviser, the Committee shall undertake an independence assessment prior to selecting the adviser that will provide advice to the Committee, taking into account such factors as may be required by the New York Stock Exchange from time to time.
     
  10. Report to the Board all significant issues discussed and make recommendations to be acted upon by the Board, as appropriate.
     
  11. Issue a report to the shareholders as required by the Securities and Exchange Commission for inclusion in the Company’s annual general meeting proxy statement.
     
  12. Conduct an annual evaluation of the Committee’s performance.
     
  13. 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 – December 7, 2012

Corporate Governance and Nominating

Committee Members: G.D. Forsee, Chair; J. Bruton, J.L. Cohon, T.L. White

CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS OF INGERSOLL-RAND PUBLIC LIMITED COMPANY

The Corporate Governance and Nominating Committee, which will consist of non-employee directors, is responsible for considering and making recommendations to the Board of Directors concerning corporate governance matters by:

  • Identifying individuals qualified to become directors and recommending that the Board of Directors select the candidates for all directorships to be filled by the Board of Directors or by the shareholders.
  • Developing and recommending to the Board of Directors a set of corporate governance principles applicable to the Company.
  • Otherwise taking a leadership role in shaping the corporate governance of the Company.

In furtherance of such purposes the Committee shall:

  1. Consider and review the Company’s corporate governance principles and make recommendations to the Board for changes which the Committee deems appropriate.
  2. Consider and recommend the size, functions and needs of the Board in order to ensure that the Board has the requisite expertise and that its membership consists of individuals with sufficiently diverse and independent backgrounds.
  3. Review and recommend candidates to fill new positions or vacancies on the Board consistent with the criteria set forth in the Company’s corporate governance principles and such other criteria which the Committee deems appropriate. The Committee shall conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates. In that connection, the Committee shall have the sole authority to retain and to terminate any search firm to be used to assist it in identifying candidates to serve as directors of the Company, including the sole authority to approve the fees payable to such search firm and any other terms of retention.
  4. Review Board candidates and other proposals recommended by shareholders.
  5. Propose director nominees for election or reelection for recommendation by the Board to the shareholders.
  6. Consider questions of independence of members of the Board and possible conflicts of interest of members of the Board, as well as executive officers.
  7. Review and recommend chairs and members of Board committees, giving consideration to the requirements of the committee charters, the Company’s corporate governance guidelines and such other factors which the Committee deems appropriate.
  8. Review and make recommendations on the conduct of Board, committee and shareholder meetings.
  9. Review and recommend non-employee director compensation and benefits.
  10. Recommend director retirement policies.
  11. Nominate individuals for election by the Board as corporate officers.
  12. Oversee the Company’s sustainability efforts.
  13. Oversee the evaluation of the performance of the Board of Directors, Board committees and management.
  14. Conduct an annual evaluation of the performance of the Committee.
  15. Report to the Board all significant issues discussed and make recommendations to be acted upon by the Board.
  16. 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 on June 6, 2014

Executive

INGERSOLL-RAND PLC

EXECUTIVE COMMITTEE CHARTER

Committee Members:
M.W. Lamach, Chair; A.C. Berzin, G.D. Forsee, J.P. Surma, R.J. Swift and
T.L. White

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

Finance

Committee Members: A.C. Berzin, Chair; L.P. Hudson, M.P. Lee,
J.P. Surma, R.J. Swift

CHARTER OF THE FINANCE COMMITTEE OF THE BOARD OF DIRECTORS

OF INGERSOLL-RAND PUBLIC LIMITED COMPANY

The Finance Committee is responsible for considering and making recommendations to the Board of Directors on the management of financial resources of the Company and major financial strategies and transactions.

The Finance Committee shall be comprised of three or more directors, each of whom shall be independent and, as determined by the Board consistent with New York Stock Exchange guidelines, free from any relationship that would interfere with the exercise of his or her independent judgment as a member of the Committee.

Each member of the Committee shall be financially literate, defined as being able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement, or will become able to do so within a reasonable period of time after his or her appointment.

The Committee shall meet at least four times annually, or more frequently, as circumstances dictate. At each of the four regularly scheduled meetings and at other meetings as necessary, the Committee will meet with the appropriate senior financial executives.

The Committee shall:

  1. Review and reassess the adequacy of this Charter annually or more often as conditions dictate, and recommend proposed changes to the Board.
  2. Consider and approve the Company’s annual financing plan, including its projected financial structure and funding requirements.
  3. Consider and recommend for approval by the Board of Directors of a) issuances of equity and/or debt securities; or b) authorizations for other financing transactions, including bank credit facilities.
  4. Consider and recommend for approval by the Board of Directors of the Company’s external dividend policy.
  5. Consider and recommend for approval by the Board of Directors the repurchase of the Company’s stock.
  6. Consider and approve the Company’s financial risk management activities, including the areas of foreign exchange, commodities, and interest rate exposures, insurance programs and customer financing risks.
  7. Consider and approve the Company’s policy for investment of excess cash.
  8. Obtain and review periodic reports of the investment performance of the Company’s pension and savings benefit plans.
  9. Conduct an annual evaluation of the performance of the Committee.
  10. Report to the Board of Directors all significant issues discussed and make appropriate recommendations to be acted upon by the Board.
  11. Perform any other activities consistent with the Charter, the Company’s Articles of Association, and governing law, as the Committee or the Board deems necessary or appropriate.

Adopted by Board - April 3, 2013

Technology and Innovation

INGERSOLL-RAND PLC

TECHNOLOGY AND INNOVATION COMMITTEE CHARTER

Committee Members:
J.L. Cohon, Chair; J. Bruton, G.D. Forsee, L.P. Hudson, R.J. Swift and
T.L. White

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

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