Environmental, Social, Governance Committee

I. Purpose

The purpose of the Environmental, Social, Governance (Committee) of South Jersey Industries,
Inc. (Company) is to assist the Board of Directors by providing oversight, monitoring, and
guidance on matters related to corporate and social citizenship, public and legal policy,
environmental and climate stewardship and compliance, political and regulatory affairs,
sustainability, quality of work life, human capital management, diversity and the economic and
social vitality of the communities and markets in which the Company operates.

II. Composition

The Committee shall comprise a minimum of three Directors as determined by the Board, each
of whom shall be independent directors as defined by the rules of the New York Stock Exchange
and free from any relationship that, in the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a member of the Committee. Pursuant to the
Company’s Bylaws and this Charter, the NonExecutive Chairman shall be an ex-officio member
of the Committee. The quorum is one-third of the entire authorized number of members, but
no fewer than two persons. The members of the Committee and the Committee Chair shall be
recommended by the Governance Committee, elected by the Board at the annual
organizational meeting of the Board and shall serve until their successors shall be duly elected.

III. Meetings

The Committee will meet at least four times a year, with authority to convene additional
meetings, as circumstances require. All Committee members are expected to attend each
meeting, in person or via telephone or video conference. The Committee will invite members of
management, outside professionals, or others to attend meetings and provide pertinent
information as necessary and at the sole discretion of the Committee. The Committee will meet
in executive session attended by the Committee members or other Independent Directors at
the invitation of the Committee Chairman. Meeting agendas will be prepared and provided in
advance to members, along with appropriate briefing materials. Minutes will be prepared. The
Committee will undergo an annual performance evaluation which may be conducted by the
Committee itself or an outside party.

IV. Responsibilities

To fulfill its responsibilities and duties, the Committee shall:

A. Corporate Responsibility

  1. Assist the Company in addressing its responsibilities to shareholders, customers,
    employees and the communities and markets in which the Company operates;
  2. Review and make recommendations concerning the Company’s role, responsibilities,
    and reputation as a good corporate citizen; including the oversight of ethics, human
    conduct, culture and reputational risks.
  3. On an ongoing basis, assist the Company in monitoring and bringing to the attention of the Board of Directors, as appropriate, current and emerging political and social actions, and public policy, environmental, social and economic issues risks that may affect the business operations, financial performance or public image of the Company;
  4. Review Company policies, procedures, and practices and oversee the Company’s strategies, risks and efforts relating to:
    1. Community and public relations, including charitable and political contributions, governmental relations, and community affairs;
    2. Environmental and climate initiatives, risk assessments and mitigation programs
    3. Diversity and talent management
    4. Physical security program
  5. Review and provide guidance on environmental impact and sustainability issues.
  6. Implement, review and evaluate:
    1. Company policies, procedures and practices relating to employment practices, including workforce diversity, employee work life, Equal Employment Opportunity (EEO), employee attraction, development, retention and compliance with employment related laws, regulations and policies;
    2. Company policies, procedures, and practices relating to sustainability and environmental compliance and stewardship, including compliance with environmental related laws and regulations;
    3. Company policies, procedures, and practices relating to health and safety matters; and,
    4. Status of pending significant/major claims, compliance matters and litigation related to matters overseen by the Committee.
  7. Provide oversight of the SJI Environmental, Social and Governance (ESG) management Committee’s monitoring and guidance of the Company’s key environmental, sustainability, and corporate and social citizenship initiatives and policies as well as the integration of ESG into the company’s operations and strategies.
  8. Oversee, review and evaluate environmental, human resources, employment, culture, conduct, ethics, governmental and other ESG risks.
  9. Receive quarterly reports from management on social, governance and environmental (including climate-related) trends, issues and risks as well as the corresponding mitigation initiatives and controls.
  10. Review sustainability metrics, targets, key performance indicators and related goals and monitor the progress towards achieving targets and benchmarks.
  11. Review Company codes of ethics and conduct, and ensure that management has established a system to enforce the codes and related policies;
  12. Biannually, review the updates and ESG related disclosures to be included in the SJI ESG Report.
  13. Review, at least annually, matters submitted via the anonymous reporting platform; and
  14. Perform any other activities consistent with this Charter, the Corporate Bylaws and governing law and rules, as the Committee or Board deems necessary or appropriate.

B. Reporting Responsibilities

  1. Regularly report to the Board on Committee activities, issues, and related recommendations
  2. Review any other reports the Company issues that relate to Committee responsibilities

V. Review of Charter

After initial approval of this Charter by the Board, the Committee shall review Charter annually and recommend any proposed changes to the Board.


Rev. 04.24.20