Discover how our people and products power growth around the world. Comprehensive Encourage at Every Stage Harsco Metals Minerals is the premiere provider of material processing and environmental services to the global steel and metals industries. For more than 160 years, Harsco has played a fundamental role in industrial progress, expanding across the United States and the world to deliver critical products and technologies to our customers and the markets they serve. Railroad system, Harrisburg Vehicle Manufacturing Company successfully produced rail cars for more than 30 years from its manufacturing facility just blocks from Pennsylvania's state Capitol building. Entering the 1950s, the company embarked on a deliberate path of industrial diversification, expanding its capacity beyond industrial metal crafts to include numerous emerging lines of business, from onside metal recovery at steel mills to the production of a range of gas containment equipment. Every officer and employee of Harsco is expected to be guided by the values of integrity and honesty in every aspect of their duties. T o communicate the results of meetings of the independent directors to the Chief Executive Officer and other members of management, as appropriate. The Precede Director’s responsibilities include the following: Communicating the result of meetings of the independent directors to the Chairman and other members of management, as appropriate. In the event both the Chairman and the Lead Director are unable to attend a meeting of the Board, then the Chair of the Nominating and Corporate Governance Committee shall preside at such meeting. At or before to the meeting in which this review is to occur, the Nominating and Corporate Governance Committee shall yield the Board with sufficient information about each non employee director’s business relationships with the Company and its management to enable it to evaluate the director’s independence. If a director’s resignation is not accepted by the Board, then such director shall remain to serve until the after Annual Meeting and until such director’s successor is elected and qualified, except as required by law. Qualities of a Director The Nominating and Corporate Governance Committee works with the stuffed Board to determine the appropriate characteristics, skills and experiences for the Board as a entire and its individual members. Service on Other Boards Self-reliant directors who are members of the Audit Committee may serve on the boards of directors of no more than three public companies, including the Board. The Nominating and Corporate Governance Committee will take into consideration the extent to which a director’s aptitude to adequately fulfill his or her responsibility to the Company and the Board may be impaired by service on other boards and committees. Neither the CEO nor an executive officer of the Company may serve on any board of directors of a company if the CEO or another executive officer of that company is serving on the Board. The Board shall also, as piece of its annual review of the Chairman ardor Chief Executive Officer, look particularly at the impact any outer board service may have on the performance of his or her responsibilities for the Company. The independent directors face in executive session after every Board meeting. Access to Experts The Board and all Committees of the Board shall be entitled, at the expense of the Company, to engage such independent legal, financial and other advisers as they deem appropriate, without consulting or obtaining the approval of any officer of the Company, with respect to any matters subject to their respective authorities. Board members are expected to devote the time necessary to appropriately release their responsibilities, to review materials distributed in advance of Board and committee meetings and to prepare for and attend and participate in all meetings of the Board and of Board committees on which they serve. In addition, each director is expected to attend the Annual Meeting of Stockholders. Regularly evaluating the performance and approving the compensation of the Chief Executive Officer, and in consultation with the Chief Executive Officer, also reviewing the performance of the other members of the Company’s senior management team. The Board will designate two or more independent directors, including the Precede Director, if any, to review the conclusions of the performance evaluation with the Chief Executive Officer. Board Compensation It is the policy of the Board to bear the self-reliant directors with a blend of compensation, including an annual cash retainer, meeting attendance fees, and annual stock option and restricted stock grants based on continued service on the Board and Company performance.
For more than 160 years, Harsco has played a fundamental role in industrial progress, expanding across the United States and the world to deliver critical products and technologies to o
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