Executive Committee

I. Purpose

The purpose of the Executive Committee (Committee) of South Jersey Industries, Inc. (Company) is to exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Company to the extent permitted by law and by the Bylaws of the Company. The Committee shall keep full and fair account of its transactions. All actions by the Committee shall be reported to the Board of Directors at its next meeting succeeding each action. The Committee’s Charter was established by Board resolution dated April 17, 2003.

II. Composition

The Committee members shall comprise the Chairman of the Board, CEO, and the chairmen of the Audit, Compensation, Nominating & Governance. The quorum is two-thirds of the entire authorized number of members, but no fewer than four persons. The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board and serve until their successors shall be duly elected and qualified.

III. Meetings

The Committee will convene as necessary. 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.

IV. Responsibilities and Duties

The Committee will perform the following functions:

A. Executive

  1. Act as directed by or on behalf of the Board of Directors during intervals between the meetings of the Board of Directors in the event a quorum of the Board is not available and, at the discretion of the Chairman of the Board, immediate action is needed;
  2. Review and investigate other matters as directed by the Board of Directors;
  3. Review and recommend to the Board the organizational structure of the Company;
  4. Review and recommend to the Board the Officers of the Company and its direct subsidiaries;
  5. Review and recommend to the Board the composition and leadership of the Management Risk and Trust committees;
  6. Monitor and/or implement the review or investigation of matters related to or involving the Company’s Officers; and
  7. Take action on such matters delegated to the Committee by the Board.

B. Reporting Responsibilities

  1. Regularly report to the Board about Committee activities, issues, and related recommendations; and
  2. Review any other reports the Company issues that relate to Committee responsibilities or the responsibilities of any Board committee.

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. 06.11.20