PAR PACIFIC HOLDINGS, INC.
OPERATIONS AND TECHNOLOGY COMMITTEE CHARTER
Adopted as of January 1, 2018
The Operations and Technology Committee (the "Committee") of the board of directors (the "Board") of Par Pacific Holdings, Inc. a Delaware corporation (the "Company") shall consist of two or more directors. The members of the Committee shall be appointed by the Board upon the recommendation of the Nominating and Corporate Governance Committee. The members of the Committee shall serve for such term or terms as the Board may determine or until earlier resignation or death. The Board may remove any member from the Committee at anytime with or without cause.
The primary purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities for matters related to the Company‘s operations and technology initiatives, including but not limited to overseeing the scope, direction, quality and execution of the Company's operational and technology strategies formulated by management and to provide guidance on operations and technology as it may pertain to, among other things, the Company’s business platforms.
Duties and Responsibilities
The Committee shall have the following duties and responsibilities:
- Receive and evaluate reports from management in relation to company operations and technology initiatives.
- Oversee and evaluate the planning and implementation of Company operations and technology initiatives, including:
- Oversight of initiatives for enhancing cost efficiency;
- Expansion of refining, logistics and retail operations;
- Implementation of strategies to reduce operating costs; and
- Oversight of major capital projects and related capital expenditures.
- Oversee and evaluate key project execution and implementation, including those from business development, M&A and contract activities.
- Oversee operations and technology implications of new or related lines of business proposed to be entered into by the Company.
- Oversee and evaluate the Company's operations and technology as they relate to the Company's risk profile, particularly with respect to environmental, health and safety matters.
- Monitor the Company's compliance with environmental, health and safety rules and regulations.
The Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of a director search firm as necessary to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall have the authority, in its sole discretion to retain and obtain the advice and assistance of outside counsel and such other advisors as it deems necessary to fulfill its duties and responsibilities under this Charter. The Committee shall set the compensation, and oversee the work of its outside counsel and other advisors. The Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to is outside counsel and any other advisers. However, the Committee shall not be required to implement or act consistently with the advice or recommendations of its legal counsel or any other advisor to the Committee, and the authority granted in this Charter shall not affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties under this Charter
Structure and Operations
The Board shall designate a member of the Committee as the chairperson. The Committee shall meet at least two times a year at such times and places as is deems necessary to fulfill its responsibilities. the Committee shall report regularly to the Board regarding its actions and make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communication equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements are as applicable to the Board.
The Committee shall review this Charter at least annually and recommend any proposed changes to the Board for approval.
Delegation of Authority
The Committee shall have the authority to delegate any of his responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole discretion.
The Committee shall conduct an annual evaluation of the performance of its duties under this Charter and shall present the results of the evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate.