As of May 2020
EXECUTIVE COMMITTEE CHARTER
|Executive Committee Charter Quicklinks|
|Authority and Responsibilities|
The Executive Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Louisiana-Pacific Corporation (the “Company”) to exercise the powers and authority of the Board to direct the business and affairs of the Company in intervals between meetings of the Board.
Authority and Responsibilities
- The Committee shall have the authority to exercise all powers and authority of the Board, including without limitation the powers and authority enumerated in the Bylaws of the Company, excepting:
- those matters which are expressly delegated to another committee of the Board;
- the adoption, amendment or repeal of any Bylaw of the Company; and
- matters, which, under the General Corporation Law of Delaware, the Company’s Restated Certificate of Incorporation or Bylaws cannot be delegated by the Board to a committee of the Board.
- Subject to the limitations set forth above, the Committee may delegate to the officers and employees of the Company its authority to direct the usual and ordinary business affairs of the Company, or one or more subsidiaries, affiliates, divisions or departments of the Company. The Committee also may appoint and delegate authority to subcommittees as it deems appropriate.
The members of the Committee shall include the Chairpersons of the standing Board Committees, the Chairman of the Board or the Lead Independent Director if the Chair/CEO role is combined, and the Chief Executive Officer. The Chairman of the Board shall be the Chairman of the Committee.
Except as otherwise required by the Bylaws or the Revised Certificate of Incorporation of the Company, a majority of the members of the Committee shall constitute a quorum for the transaction of business and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Committee.
The Chairman of the Committee shall be responsible for scheduling all meetings of the Committee and providing the Committee with a written agenda for each meeting. The Chairman of the Committee shall preside at the meetings of the Committee. In the absence of the Chairman of the Board, the majority of the members of the Committee present at a meeting shall appoint a member to preside at the meeting.
All actions of the Committee shall be reported to the Board at the next regular meeting of the Board. The Secretary or an Assistant Secretary of the Company shall keep the minutes of the Committee, which shall be distributed to all Board members.
The Committee may adopt such other rules and regulations for calling and holding its meetings and for the transaction of business at such meetings as is necessary or desirable and not inconsistent with the provisions of the Bylaws or this Charter.
Nothing in this Charter shall be deemed to amend the provisions of the Bylaws with respect to this Committee or other committees of the Board absent a separate resolution of the Board expressly amending the Bylaws.
Effective May 22, 2020
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