CASEY'S GENERAL STORES, INC.
RISK COMMITTEE CHARTER
The Risk Committee (the "Committee") of the Board of Directors (the "Board") of Casey's General Stores, Inc. (the "Company") has been appointed to assist the Board in overseeing management's identification and evaluation of the Company's principal operational and business risks, including the Company's risk management framework and the policies, procedures and practices employed to manage those risks.
The Committee members and the Committee Chair shall be independent directors and be appointed by the Board from time to time upon the recommendation of the Nominating and Corporate Governance Committee of the Board, and may be removed by the Board in its discretion.
The Committee shall meet as often as it determines necessary or desirable, but at least four times each year. The Chief Executive Officer of the Company, along with the Company's General Counsel, and Enterprise Risk Manager will be invited to all meetings of the Committee to discuss matters within the Committee's oversight responsibilities. The Committee also may invite other persons to its meetings, including but not limited to management representatives, outside legal counsel, risk management consultants or other experts.
The Committee shall meet in joint session with the Audit Committee of the Board at least once each year to discuss areas of common interest and significant matters, including but not limited to the Company's risk assessment and risk management policies and any major regulatory enforcement actions or litigation. The Company's Director of Internal Audit will be invited to the joint sessions with the Audit Committee of the Board.
Risk assessment and risk management are the responsibility of the Chief Executive Officer and the Company's management. The Committee's responsibility is to provide oversight and to engage management and the Board with regard to the Company's principal operating and business risks. The Board retains oversight responsibility over the Company's key strategic risks, information security risks and regulatory compliance risks, and other Board committees exercise oversight responsibility for certain other risk areas, generally as follows:
- Audit Committee - financial reporting, internal controls and financial risks;
- Compensation Committee - compensation incentive-related risks;
- Succession Planning Committee - management succession risks; and
- Nominating and Corporate Governance Committee - governance structuring and Board succession risks.
In carrying out its risk oversight responsibilities, the Committee shall:
- Oversee and review with management the Company's risk governance framework.
- Oversee the Company's risk management policies and procedures dealing with risk identification and risk assessment for the principal operational and business risks facing the Company, whether internal or external in nature, including but not limited to the risks and incident responses associated with:
- Food safety
- Physical security and personal safety
- Vendor management
- Business continuity and disaster recovery
- Capital assets
- Fleet safety
- Environmental matters
- Legislative and regulatory
- Periodically receive and review reports and presentations from management on the status of its risk management program.
- Provide oversight of the Company's crisis management framework, including the Company's incident response plans.
- Periodically review the Company's approach to risk assessments and mitigation strategies with the Board to facilitate coordination with the activities of the Board and other Board committees.
- At the request of the Disclosure Committee, review the Company's disclosures regarding risk in filings with the U.S. Securities and Exchange Commission.
- Discharge any other duties or responsibilities that may be delegated to the Committee by the Board.
The Committee shall provide the Board with regular reports of its activities.
The Committee may retain or terminate, as it deems necessary or appropriate, consultants or outside advisors to assist in discharging its responsibilities. The Company will provide appropriate funding, as determined by the Committee, for payment of any resource engaged for this purpose.
The Committee shall annually review the adequacy of this Charter and recommend any proposed changes to the Board for approval.
Approved: June 2, 2017