Download Enterprise Risk Management, Safety, and Security Committee Charter

Purpose

The purpose of the Enterprise Risk Management, Safety, and Security Committee of the Board of Directors (the “Committee”) is to assist the Board in the oversight of California Water Service Group’s (the “Company”) Enterprise Risk Management, Safety, and Security programs to provide adequate safeguarding of Company assets.

II.   Committee Membership

The Committee will consist of at least three independent directors appointed by the Board on the recommendation of the Nominating/Corporate Governance Committee.  Each Committee member shall be selected based upon their related areas of expertise in areas that can aid the Company in improving performance and mitigating risk, as determined by the Board.  The Board will designate a Committee Chair(s). 

III.   Meetings

The Committee will meet as often as may be deemed necessary or appropriate, in its judgment, and at such times and places as the Committee or its Chair determines. The majority of the members of the Committee constitutes a quorum. The Committee will report no less than annually to the full Board, inclusive of the Audit Committee, with respect to its activities.

IV.   Subcommittees

The Committee may delegate its duties and responsibilities to one or more subcommittees, consisting of not less than two members of the Committee, as it determines appropriate.

V.   Outside Advisors

The Committee will have the authority to retain, at the expense of the Company, such outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its functions.

VI.   Responsibilities of the Committe

The Committee provides an oversight function for risk management, asset protection, and safety.  The Company’s management retains responsibility for assuring the Company’s compliance with applicable laws and regulations and executing the Company’s Enterprise Risk Management program.  In fulfilling these responsibilities, management is ultimately accountable to the Committee and the Board of Directors.  To fulfill its responsibilities, the Committee shall:

  1. With Respect to Enterprise Risk Management
    1. Discuss with management the identification of principal risks arising out of the Company’s business, including Operations and Facilities; review the effectiveness of the process used to identify and analyze major risks, as well as the effectiveness of the programs to manage and mitigate risks.
    2. Review with management the Company’s risk assessments, the steps management has taken, or would consider taking, to manage or mitigate major, identified risks or exposures and safeguard assets, and the Company's policies and procedures for risk assessment, management, and asset protection.
    3. Discuss with the Company current and emerging matters that present risks to[?] the business, strategy, operations, performance, or public image of the Company, or are otherwise pertinent to the Company and its stakeholders.
  2. With Respect to Safety
    1. Review the Company’s goals, programs, policies, and practices and the effectiveness of such programs with respect to promoting a strong culture of safety for employees and protecting the public.
    2. Review the Company’s Emergency Preparedness and Business Continuity Risk program, including emergency response training, tabletop exercises, and other such coordinated activities conducted with the appropriate authorities.
  3. With Respect to Physical Security
    1. Review the Company’s goals, programs, policies, and practices and the effectiveness of such programs with respect to physical safety and security and the protection of Company assets.
    2. Review the key elements of the Company’s physical safety and security programs and the nature and extent of preventive, detective, and remedial controls and processes that management uses to protect the Company’s assets.
  4. With Respect to Environmental
    1. Review the Company’s goals, programs, policies, and practices and the effectiveness of such programs with respect to environmental contamination risk, natural or human-caused disaster risk, and water quality risk.
    2. Review the key elements of the Company’s environmental programs and the nature and extent of preventive, detective, and remedial controls and processes that management uses to address such risks.
  5. Responsibilities Applicable to All Programs
    1. Review and report to the Audit Committee and the Board on the Company’s compliance programs with respect to legal and regulatory requirements in the areas of Enterprise Risk Management, Safety, and Security.
    2. Oversee the Company’s other compliance programs for Enterprise Risk Management, Safety, and Security, as well as the Company’s policies and procedures for monitoring compliance.
    3. Make such recommendations to management and the Board with respect to any of the above matters as the Committee deems necessary or appropriate.

VII.   Annual Performance Evaluation and Other Matters

The Committee will annually evaluate its performance and the adequacy of its charter and recommend changes to the Board as appropriate.

Board Approved: July 31, 2024

Download Enterprise Risk Management, Safety, and Security Committee Charter