FINANCE COMMITTEE CHARTER
(as amended and restated May 5, 2009)
ROLE OF THE FINANCE COMMITTEE
The Finance Committee is a standing committee of the Board of Directors, established to assist the Board of Directors in overseeing the financial affairs of the Company. It shall be responsible for reviewing and reporting to the Board of Directors the financial implications of the Company's financial policies, goals and budgets in light of the Company's mission, vision, values and strategic goals.
The Finance Committee shall consist of at least three directors, a majority of whom meet the independence requirements of the New York Stock Exchange. Committee members shall serve as members until their successors are elected and qualified or until their earlier resignation or removal. Any member of the Committee may be removed, with or without cause, by the Board at any time.
The Finance Committee will meet at least two times per year. Special meetings may be called by the Board of Directors, the chairperson of the Finance Committee or any member of the Finance Committee, as deemed necessary. The Finance Committee may request members of management, professional advisors or others to attend the Committee meetings and provide pertinent information, as necessary. A majority of the members of the Committee shall constitute a quorum sufficient for the taking of any action by the Committee.
The Finance Committee's responsibilities shall include, but not be limited to, the following:
- Assist the Board of Directors in determining that the Company's financial resources have been allocated properly to maximize shareholder value.
- Review and approve the Company's investments within the framework of policies established by the Board of Directors and review and approve investment guidelines and the appointment of investment managers.
- Review and report to the Board the financial implications of:
- the Company's long-range financial plans, annual operating budgets and annual capital budgets;
- hedging policies and strategies;
- deferred compensation plan liabilities and funding as circumstances warrant
- financial policies;
- the capital structure of the Company (and any capital structural changes), including (i) issuance or redemption of long- and short-term debt, (ii) issuance or repurchase of equity securities, and (iii) stock splits; and
- other significant financial matters that may come before the Committee from time to time.
- Review the dividend policy and share repurchase programs and make recommendations to the Board of Directors regarding the dividend policy and share repurchase programs.
- Review and reassess the adequacy of the Finance Committee Charter on an annual basis, or more frequently as needs dictate, and recommend to the Governance and Nominating Committee and/or the Board of Directors any revisions considered appropriate.
Jeffrey J. Jones II
Victoria J. Reich
- Financial Expert
- Independent Director