Board Committees

Committee Chair:
Alberto Weisser

Current Members:
Dr. Thomas Enders
Dr. Victoria E. Ossadnik
Paula Rosput Reynolds

The Audit Committee assists the Board in its oversight of (a) the independence, qualifications and performance of Linde's independent auditor, (b) the integrity of Linde's financial statements, (c) the performance of Linde's internal audit function, and (d) Linde's compliance with legal and regulatory requirements. In furtherance of these responsibilities, the Audit Committee, among other duties:

• appoints the independent auditor to audit Linde's financial statements, approves the fees and terms of such engagement, approves any non-audit engagements of the independent auditor, and meets regularly with, and receives various reports from, the independent auditor. The independent auditor reports directly to the Audit Committee;
• reviews Linde's principal policies for accounting and financial reporting and its disclosure controls and processes, and reviews with management and the independent auditor Linde's financial statements prior to their publication;
• reviews assessments of Linde's internal controls, the performance of the Internal Audit function, the performance evaluations of the General Auditor and the Chief Compliance Officer, and the guidelines and policies by which Linde undertakes risk assessment and risk management; and
• reviews the effectiveness of Linde's compliance, business conduct, integrity and ethics programs.

Audit Committee Charter

Committee Chair:
Stephen F. Angel

Current Members:
Sanjiv Lamba
Dr. Thomas Enders
Robert L. Wood

The purpose of the Executive Committee is primarily to act on behalf of the entire Board with respect to certain matters that may arise in between regularly scheduled Board meetings, and act on certain other matters from time to time. In particular, the Executive Committee duties include, among others:

• evaluating and approving any investments, acquisitions, partnerships or divestments requiring Board approval, that are within value thresholds specified by the Board;
• evaluating and approving any financing or other capital markets transactions requiring Board approval, that are within value thresholds specified by the Board; and
• acting upon any other such matters within the competencies of the Board, that are not reserved solely to the Board, that are within value thresholds specified by the Board and, in the opinion of the Chairman of the Board, should not be postponed until the next regularly scheduled Board meeting.

Executive Committee Charter

Committee Chair:
Prof. DDr. Ann-Kristin Achleitner

Current Members:
Hugh Grant
Joe Kaeser
Robert L. Wood

The Human Capital Committee assists the Board in its oversight of (a) Linde's compensation and incentive policies and programs, and (b) management development and succession, in both cases particularly as they apply to Linde's executive officers. In furtherance of these responsibilities, the Human Capital Committee, among other duties:

• determines Linde's policies relating to the compensation of executive officers and assesses the competitiveness and appropriateness of their compensation and benefits;
• determines the salaries, performance-based variable compensation, equity awards, terms of employment, retirement or severance, benefits, and perquisites of executive officers;
• establishes the corporate goals relevant to the CEO's compensation, evaluates the CEO's performance in light of these goals and sets the CEO's compensation accordingly;
• reviews management's long-range planning for executive development and succession, and develops a CEO succession plan;
• assesses the design, administration and risk associated with Linde's management incentive compensation and equity compensation plans; and
• evaluates periodically the Company's policies, objectives, and programs related to employee safety, diversity & inclusion, global giving and community engagement.

Human Capital Committee Charter

Committee Chair:
Joe Kaeser

Current Members:
Hugh Grant
Dr.Victoria E.Ossadnik
Robert L. Wood

The Nomination and Governance Committee assists the Board in its oversight of (a) the selection, qualifications, compensation and performance of Linde's directors, (b) Linde's governance, including the practices and effectiveness of the Board, and (c) various important public policy concerns that affect the Company. In furtherance of these responsibilities, the Nomination and Governance Committee, among other duties:

• recommends to the Board nominees for election as directors, and periodically reviews potential candidates, including incumbent directors;
• reviews policies with respect to the composition, compensation, organization and practices of the Board, and developments in corporate governance matters generally; and
• reviews Linde's policies and responses to broad public policy issues such as social responsibility, corporate citizenship, government affairs and legislative issues, and important shareholder issues, including management and shareholder proposals offered for shareholder approval.

Nomination and Governance Committee Charter

Committee Chair:
Dr. Thomas Enders

Current Members:
Prof. DDr. Ann-Kristin Achleitner
Paula Rosput Reynolds
Alberto Weisser

The Sustainability Committee assists the Board with its oversight of the Company's programs, policies, practices and strategies related to environmental matters generally, including:

• The Company's environmental sustainability goals, including those related to climate change and greenhouse gas emissions, and the Company's Sustainability Report.
• the Company's decarbonization efforts, including those related to the reduction of greenhouse gas emissions from operations;
• the Company's clean energy efforts, including those related to clean hydrogen as well as technology and innovation for decarbonization solutions; and
• sustainable productivity, water conservation and management, energy consumption, product stewardship and zero waste sites.

Sustainability Committee Charter