NATIONAL STORAGE AFFILIATES TRUST

CORPORATE RESPONSIBILITY COMMITTEE CHARTER

  • I. Purpose

  • 1. The purpose of the Corporate Responsibility Committee (the "Committee") of National Storage Affiliates Trust (the "Company") is to support the Company's ongoing commitment to environmental, health and safety, corporate social responsibility, corporate governance, sustainability and other public policy matters that may be relevant to the Company from time to time (collectively, "Corporate Responsibility Matters").

2. The Committee is a cross-functional management committee of the Company. It will assist the Compensation, Nominating and Corporate Governance Committee (the "CNCG Committee") of the Board of Trustees (the "Board") of the Company and executive management of the Company in (a) setting general strategy relating to Corporate Responsibility Matters, (b) developing, implementing and monitoring initiatives and policies based on that strategy, (c) overseeing communications with employees, investors and other stakeholders with respect to Corporate Responsibility Matters and (d) monitoring and assessing developments relating to Corporate Responsibility Matters.

II.

Composition of the Committee

1.

The Board will approve the initial members of the Committee, including the Chairperson orco-Chairpersons. Thereafter, members of the Committee, including the Chairpersons or co-Chairpersons, may be removed, appointed or replaced by the Chief Executive Officer (the "CEO") of the Company. The Committee will include officers and employees of the Company that the Board, and, following approval of the initial members, the CEO, deems appropriate, taking into account, among other things, expertise in relevant and varied disciplines, including environmental, health and safety, operations, design and construction, legal, investor relations, government affairs, corporate governance, finance, human resources and communications.

III.

Meetings

1. The Committee shall meet as often as it determines necessary or appropriate to meet its objectives, but no less frequent than four times annually.

2. The Chairperson(s) of the Committee, in consultation with other Committee members, shall determine the frequency and length of the Committee meetings.

3. The Committee may request members of management or others to attend meetings and provide pertinent information as necessary.

4. Members of the Committee may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

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5. The Chairperson(s) of the Committee, or his or her designee, is responsible for scheduling and setting the meeting agendas.

6. The Chairperson(s) will facilitate the making of periodic reports to the CNCG Committee, no less frequent than biannually.

7. The Committee may create its own rules and procedures, including rules regarding notice of meetings, quorum and voting. Any such rules will be consistent with this Charter.

IV.

Responsibilities and Duties

1.

The responsibilities and duties of the Committee shall include the following:

  • a) to assist the CNCG Committee and management in setting the Company's general strategy with respect to Corporate Responsibility Matters, and to consider and recommend policies, practices and disclosures that conform with the strategy;

  • b) to assist the CNCG Committee and management in overseeing internal and external communications with employees, investors and other stakeholders regarding the Company's position on or approach to Corporate Responsibility Matters;

  • c) to consider and bring to the attention of the CNCG Committee and/or management, as appropriate, current and emerging Corporate Responsibility Matters that may materially affect the business, operations, performance or public image of the Company or are otherwise of significance to the Company and its stakeholders, and to make recommendations on how the Company's policies, practices and disclosures can adjust to or address such trends and issues;

  • d) to put systems in place, as deemed necessary and appropriate, to monitor Corporate Responsibility Matters;

  • e) to advise the CNCG Committee and management on stockholder proposals and other significant stakeholder concerns relating to Corporate Responsibility Matters; and

  • f) to perform such other duties, tasks and responsibilities relevant to the purpose of the Committee as may from time to time be requested by the CNCG Committee and management.

2. To assist the Committee in carrying out the responsibilities and duties set forth above, the Committee or individual members thereof may elect from time to time to make periodic visits to operating locations in order to, among other things, become familiar with the nature of the operations and review relevant objectives, procedures and performance with respect to Corporate Responsibility Matters.

V. Reporting and Delegation of Authority

1. The Committee will be overseen by the CNCG Committee and report to the CNCG Committee and such members of management as the CNCG Committee or the Board may fromtime to time designate. The Committee will periodically review this Charter. Any amendments to the Charter proposed by the Committee require the approval of the CNCG Committee.

2. The Committee may delegate all or a portion of its duties and responsibilities to one or more subcommittees of the Committee; provided that, any delegate shall report any actions taken by the delegate to the full Committee at the Committee's next regularly scheduled meeting.

3. The Committee has authority to retain outside advisors or consultants as it deems necessary to carry out its responsibilities, subject to the approval of the CEO.

Adopted: March 14, 2024

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National Storage Affiliates Trust published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2024 21:55:03 UTC.