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Technology Committee Charter

The Board of Directors shall appoint annually the Technology Committee which shall have the responsibility and authority described below. Members of the Committee shall serve at the will of the Board of Directors.

Composition

The Technology Committee shall be comprised of not less than three members.

Scope

The Technology Committee shall be concerned with the impact of all those technologies which do or could materially affect the well-being of the Company.

Responsibility and Functions

The responsibilities and functions of the Technology Committee shall be to:

  1. Assess the technical capabilities of the Company in all phases of its activities in relation to corporate strategies and plans.

  2. Consult with the management of the Company concerning technologies applicable to the Company, including but not limited to manufacturing practices and technologies, product and process development, support technologies, and the utilization of quality assurance programs.

  3. Report at least once each year to the Board of Directors any recommendations concerning priorities, asset deployment or other matters relevant to the technical activities of the Company.

  4. Bring to the attention of the Board of Directors external opportunities or threats regarding technology which may have a significant impact on the Company.
The Technology Committee shall also perform such additional duties and have such additional responsibilities and functions as the Board of Directors may from time to time determine.

Meetings

The Technology Committee shall hold at least one meeting each year and others as deemed necessary by its chairperson. A report of all such meetings will be made to the Board of Directors.

Date adopted: May 9, 2008