Scope of Advisory Committee's Work The August 16, 2010 Resolution of the Board of Directors of Massey Energy Company

("Massey" or the "Company") authorizes and directs the Advisory Committee to, among other things, "investigate, review and analyze the facts, circumstances and allegations that are the subject of five pending derivative litigations (the "Actions") and the May 6,2010 demand of Robert Rogola (the "Shareholder Demand") and make recommendations to Massey's Board of Directors (the "Board") with respect to how the Company should respond to the Actions (the "Litigation Mandate"). The matters set forth in the Actions and the Shareholder Demand that the Board

determined that the Advisory Committee should investigate include: 1. The April 5, 2010 explosion at Massey's Upper Big Branch mine

("UBB"), and whether there was any failure by senior management or the Board to develop an appropriate safety culture or risk management practices which contributed to that incident; 2. Historical mine safety, including at UBB and other Massey mines; alleged

retaliation against whistleblowers; the history of safety issues at Massey mines generally, including MSHA violations, how Massey's record compares with other companies, and any post accident safety issues at Massey mines; the appropriateness of Massey using Non-Fatal Days Lost as the primary safety criteria and whether those statistics were improperly manipulated; alleged Massey corporate culture of disregarding mine safety and health regulations in favor of profits; and Massey's relationship with MSHA, including any pattern of appealing violations,




alleged attempts to compromise MSHA inspections by improper alerts, and appropriateness allegedly combative attitude toward Government 3. regulators;

of its

The Aracoma mine fire which led to a criminal conviction, and whether or the Board to take sufficient actions in the

there was any failure by senior management

aftermath of that incident to improve the safety culture and risk management practices of the Company; 4. The Company's environmental record (including, but not limited to, the

Mingo County well water contamination violations of the Clean Water Act);

cases and allegations in EPA's lawsuit alleging 4,000



of former directors (Loeb and Swanson) concerning the and regulatory matters ... ";

confrontational 6.

handling of environmental

Alleged excessive compensation; Alleged sharp practices by Don Blankenship, including the Wheeling-Pitt


and Caperton cases; and


The alleged failure of the Board Safety, Environmental

and Public Policy

Committee to take sufficient steps to meet its responsibilities appropriate safety culture and risk management

and to assure the existence of an

practices within the Company.' and directed the Committee to make operations, Mandate").

The August 16, 2010 Resolution also authorized recommendations

to the Board concerning "whether changes in the management, should be made (the "Non-Litigation

practices and/or policies of the Corporation"

1 Public

Policy became a separate committee of the Board in August 2010.






The Advisory Committee also was authorized to engage "independent advisors, including its own independent legal counsel and independent experts ... " in order to fulfill its responsibilities. II. The Advisory Committee's Investigation The Advisory Committee has commenced its investigation of the numerous allegations set forth in the Actions and the Shareholder Demand, and also has considered whether changes in Company management, practices and operations should be made. Where it is able to do so consistent with its mandate the Advisory Committee is principally relying on existing documentation, legal filings, trial and deposition transcripts, the relevant company counsel's work product, and meetings with relevant counsel, all supplemented by questions at interviews of executives and others. In other areas of investigation, the Advisory Committee will largely be conducting its own investigation of the allegations. In connection with its investigation, to date, the Advisory Committee and/or its counsel has: 1. commenced background interviews of Massey executives, including with

Massey's Director of Safety; 2. reviewed significant numbers of relevant documents concerning Massey's

safety and environmental policies, practices and performance from 2008-present; 3. reviewed over 200 memoranda of interviews with Massey members and

identified Massey members who made substantive statements concerning Massey's safety practices and policies (both positive and negative) during prior interviews which warrant followup. The Advisory Committee has requested the opportunity to interview these members; 4. met with groups of miners and mine supervisors;






commenced its review and analysis of the Company's internal and

external audits of safety practi ces at Massey's mines; 6. Pavlovich); 7. reviewed the findings and recommendations of and interviewed the interviewed Massey's external auditor of mine safety (Joseph W.

professionals and experts involved in the Marshall Miller Report (prepared under the auspices of Steptoe & Johnson) to the Audit Committee of the Board; 8. reviewed and analyzed relevant filings and transcripts in numerous

litigations relevant to the Advisory Committee's investigation; 9. met with and/or had telephone interviews with safety process experts and

individuals with business experience who also had special interest/experience in process safety, including, as discussed below, Paul O'Neill; 10. interviewed members of the British Petroleum ("BP") "Blue Ribbon"

panel created to investigate the 2005 Texas City refinery incident (the "Baker Panel"); 11. met with, or held telephone interviews with, various experts in

public/government relations; 12. interviewed potential expert safety consultants who might advise the

Advisory Committee regarding Massey's safety culture and risk management practices; and 13. conferred with counsel representing Massey in the ongoing investigations

and litigations related to the UBB incident. While the Advisory Committee has made significant progress in its investigation, given the necessarily wide-ranging and extensive scope of its investigation considerable work remains to be done with respect to the various allegations before the Advisory Committee can make

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informed final recommendations to the Board. This additional work includes extensive interviewing of Massey members and executives, as well as continued review of documents as received from the Company and its counsel. The Committee is thus not currently in a position to make any recommendation as to whether there is a cause of action against any of the directors and officers named in the Actions. It believes that it will take an additional approximately three months of intensive work before the Committee will be in a position to make final recommendations to the Board. The Committee believes that review and consideration of the anticipated MSHA report on the UBB explosion will be an important part of its investigation, and the estimated timing could be impacted by the timing and substance of the MSHA report. The Advisory Committee understands, of course, that the Company is engaged in an intensive review of its strategic options and that in recent days there have been significant developments in that process. Following the.full presentation of these developments to the Board at its December 20th meeting, and if it appears that a sale of the Company is likely in the near term, the Advisory Committee believes it would be appropriate for the Board to consider deferring for an initial30-day period activities in the Advisory Committee's investigation of the allegations within its Litigation Mandate.


November 20-23 Interim Report to the Board At the Board's November 20-23 meeting, the Advisory Committee provided an interim

update report to the Board concerning several aspects of the Committee's work relating to "whether changes in the management, operations, practices and/or policies of the Corporation" should be made. In that regard, the Advisory Committee informed the Board of its belief that while it had not determined whether any claims existed against Don Blankenship, the Advisory

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Committee had concluded from its investigations that a change in top leadership was required to rebuild the Company's reputation, regain the confidence of shareholders, regulators and public officials, and be in a position to enhance the Company's safety and compliance performance. At a minimum, the Advisory Committee had determined to recommend that Mr. Blankenship not be re-nominated to the Board. The Advisory Committee believed that the ability of the Company to move pastthe tragedy ofUBB, improve its safety and regulatory performance and establish positive relationships with key constituencies required a new "tone at the top" both with respect to safety and regulatory compliance. The Advisory Committee also advised the Board that it had determined that a review of Massey's operations, practices and policies relating to safety, hazard recognition and risk assessment would be a major priority of the Committee. It made this decision not just because of the UBB incident, but because of the singular importance of this issue to Massey from a human perspective and the potential impact on its business arising from the continuing controversy about its safety 'record. The Advisory Committee also discussed the possible creation of a Blue Ribbon panel comprising outside experts (including possibly business executives with a reputation for promoting safety within their own companies) who would assist in formulating the recommendations of the Advisory Committee, but noted the likely necessity of deferring creation of such a panel if a transaction was likely.


Additional Interim Recommendations As discussed at the Board's November 20-23 meeting, a review of Massey's operations,

practices and policies relating to safety, hazard recognition and risk assessment is a fundamental priority of the Committee. As part of this review, the Advisory Committee has spoken to Paul







former Secretary of the Treasury and Chief Executive Officer of Alcoa, who is well

known as a passionate leader regarding workplace safety, as well as various individuals associated with the Baker Panel created by BP to review the Texas City refinery fire in 2005. That panel produced a well-regarded process safety and risk management. report making recommendations on how to improve

The Advisory Committee has also interviewed Massey's

Director of Safety, as well as other safety experts who have worked with the Company, including Marshall Miller and the other experts retained by Steptoe & Johnson to advise the Audit Committee in the aftermath of the UBB explosion ("the Audit Committee Experts").


Changing the Tone and the Message

On the basis of these interviews and other work undertaken by the Advisory Committee, the Advisory Committee believes that two key changes are needed. visibly strengthen its commitment a new Chief Executive Officer. making any finding that Massey's First, the Company should

to safety, particularly in light of the fact that the Company has In making this recommendation the Advisory Committee is not existing safety

S-1 program, or any other of the Company's

policies or programs, are inadequate or deficient. visible incidents in which the effectiveness

However, there have been a number of highly safety policy and practices has

of the Company's

been called into question by regulators, shareholders and the media, including, but not limited to, the UBB incident, the 2006 Aracoma mine fire for which the Company was criminally prosecuted, the White Buck incident for which the Company was criminally prosecuted, the results ofMSHA's post-UBB explosion surprise inspection at Massey's Seng Creek Powellton attempt to close safety

mine, and the circumstances Massey's

surrounding MSHA's recent (and unprecedented)

Freedom No.1 Mine in Kentucky.

Thus, however appropriate Massey's

program may be, the Company should not be satisfied with these results.

Second, and consistent





with the vision articulated by Baxter Phillips in his memorandum time to de-escalate the constant combat with the Company's Company has been engaged. As part of demonstrating its determination

of December

16, now is the

key regulators in which the

to "raise the bar" on safety Massey should: This philosophy is clearly including, Arch, Alpha, Consol


Visibly adopt a goal of "zero incidents." key competitors,

articulated in the safety policies of Massey's

and Peabody, as described in the attached Exhibit 1. The necessity of adopting "zero" as the goal was emphasized by Paul O'Neill in his conversation recommended with the Committee, was

to us by the Audit Committee Experts, and is a core value of the programs of each

of the safety culture consultants we interviewed; 2. As discussed below, Massey should move past an "always on the attack"

approach to its regulators which, as noted to us by the Audit Committee Experts, has infected working relationships Company. at the inspector-local mine level in a way that is not helpful to the

In addition to whatever effects the combative approach may have had on the safety

culture at the Company, the current constantly attacking approach also seems to have caused, among other things, excessive focus by regulators and the media on Massey as opposed to its competitors.


Expert Safety CultureEvaluation

As part of "raising the bar" on safety, and given the paramount importance to Massey of ensuring its members' expert independent safety, the Advisory Committee believes that Massey should hire an evaluation of safety culture and

safety consultant to conduct a comprehensive operations.

risk assessment practices at Massey's

Doing so at this time - as its long-time Chief






Executive Officer departs - seems particularly appropriate as a visible way to strengthen the Company's commitment to safety. The proposed evaluation and analysis is designed to gauge the strength of Massey's safety culture, to identify any weaknesses therein, and to make recommendations designed to elevate Massey's safety culture and performance to a world-class standard with a stated goal of "zero incidents." This comprehensive safety culture and risk assessment evaluation is thus broader in focus and scope than the work described in the Marshall Miller report provided to the Audit Committee of the Board. That engagement involved a review of Massey' s violations history in comparison to the overall mining industry and its peers and, subsequently, a limited review of safety processes and procedures at Massey mines. And, while the Marshall Miller related work involved some visiting of mines and lawyer controlled surveying of miners at six mining operations, the proposed evaluation would involve a detailed survey of all Massey members and interviews of a much broader sample of Massey members. More specifically, this safety culture evaluation would include: (i) the completion of a safety perception survey by all Massey members; (ii) a significant number of mine-site visits; and (iii) interviews of a significant number of Massey members in varying positions of responsibility at mines, resource groups, and Company headquarters. The results of this evaluation would be benchmarked against the consultant's extensive data base of other companies, including mining companies, who have undertaken a similar evaluation. The consultant would then prepare a series of recommendations designed to remedy any identified weaknesses in Massey's safety culture and design a program to enhance Massey's safety culture. The Committee interviewed three consultants with the capability to undertake the kind of in-depth review of safety culture and risk assessment practices the Advisory Committee believes

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to be desirable - DuPont, Behavioral Science Technologies ("BST') and Environmental Resources Management. Based upon these interviews, the Committee believes that either DuPont or BST would be appropriate choices for this assignment. Among other things, each of these companies has relatively recently performed an in-depth review of safety practices and culture at a major coal company, DuPont for Peabody Coal and Consol, and BST for Arch. The Advisory Committee also believes that this kind of review is most effective if "owned" by management. The Advisory Committee thus recommends that the Chief Executive Officer, in consultation with the Board Safety Committee engage one of these firms to conduct a review of Massey's safety culture and risk management practices.' This review should be coordinated with the Advisory Committee to maximize its ability to use some of the work of the selected consultant as part of its investigation of certain of the allegations within the Litigation Mandate so as to avoid unnecessary duplication. C. Blue Ribbon Panel

As discussed at the Board's November 20-23,2010 meeting, the Advisory Committee sees real value in the creation of a Blue Ribbon panel comprising outside experts (including possibly business executives with a reputation for promoting safety within their own companies) who would assist in formulating the recommendations of the Advisory Committee. However, the Committee is sensitive to the possibility that the public creation of such a Blue Ribbon panel could be viewed as an impediment to a potential corporate transaction. Accordingly, the Advisory Committee has determined that the creation of a Blue Ribbon panel should currently be held in abeyance pending further developments in the sale process.


Copies of the proposals from DuPont and BST are attached as Exhibits 2 and 3.






Changes in Approach to Public Policy

In considering which other policies and practices of the Company might merit its attention, the Advisory Committee focused on the Company's public image and its relationships with regulators and others in Government. Although the August 16 Resolution creating the Committee and defining its mandate was very broadly written and the Company's public and government relations were obviously a serious issue, the Committee nevertheless believed it was appropriate for it to advise the lead director of its intent to address this issue. The Advisory Committee has accordingly interviewed experts in public policy and public relations, as well as the Company's current outside advisers Public Strategies Inc. and Qorvis. Informed by those interviews, and consistent with the December 16th Strategic Plan outlined by Baxter Phillips, the Advisory Committee believes that Massey should take advantage of the opportunity presented by the recent change in leadership to demonstrate a desire to change, to the extent possible, the tone of Massey ,s relationship with key regulators and enhance its ability to work effectively with political leaders at the state, local and federal levels of government. This change would include, but not be limited to, taking a less combative approach to the Company's relationship with MSHA. A change of approach does not necessarily involve a change to the Company's substantive positions concerning UBB or appropriate legal challenges to MSHA citations and orders. Rather, the Advisory Committee recommends that Massey take advantage of this important opportunity to recalibrate, both publicly and behind-the-scenes, the tenor of Massey's relationship with MSHA and other regulators. Among the firms that the Advisory Committee has met with is Akin Gump LLP, a firm with highly regarded lobbying expertise. It is the Advisory Committee's recommendation that





Akin Gump LLP be hired by the Company to work with Public Strategies Inc., the Company's public affairs consultant, to determine how to most effectively capitalize on the opportunity for change presented by the recent change in leadership. How precisely to accomplish this should be the responsibility of senior management working in continued consultation as appropriate with the Board.






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