SOUTH JERSEY INDUSTRIES, INC.

EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER

I.          PURPOSE

 

            The primary function of the Executive Committee is to exercise all powers of the Board of Directors in the management of the business and affairs of the Company to extent permitted by law and by the Bylaws of the Company.  The Executive Committee shall keep full and fair account of its transactions.  All actions by the Executive Committee shall be reported  to the Board of Directors at its next meeting succeeding each action.  All actions shall be subject to revision and alteration by the Board of Directors in accordance with the resolution establishing the Executive Committee.  The Executive Committee’s Charter was established by Board resolution dated April 17, 2003.  The Committee shall review and update this Charter periodically as conditions dictate.

 

II.         COMPOSITION

 

            The Executive Committee members shall  be the Chairman and CEO, the chairman of the Audit, Compensation/Pension and Nominating and Governance Committees and the next two most senior, in terms of tenure, Board members.   All vacancies in the Executive Committee shall be filled by the Board of Directors and serve until their successors shall be duly elected and qualified.

 

III.        MEETINGS

 

The Committee shall meet as required.

 

IV.       RESPONSIBILITIES AND DUTIES

 

To fulfill its responsibilities and duties, the Executive Committee:

 

1.         Formulates policies to be followed in planning and conducting the business and affairs of the Company and acts as directed by or on behalf of the Board of Directors during intervals between the meetings of the Board of Directors.

2.         Reviews and makes recommendations to the Board regarding proposed amendments to the Certificate of Incorporation or Bylaws.

3.         Considers and makes recommendations to the Board regarding dividends to be paid on Common Stock of the Company.

4.         Reviews and makes recommendations regarding long-term financial planning and forecasting.  Makes recommendations regarding the issuance, sale and redemption of debt and equity securities or leasing of facilities.

5.         Monitors the capital structure of the Company and makes recommendations regarding increases in the number of authorized shares of various classes of stock.

6.         Considers and makes recommendations regarding the issuance of securities through dividend reinvestment and other forms of stock issuance plans.

7.         Reviews and makes recommendations to the Board regarding borrowings and other financial matters of subsidiary companies.

8.         Reviews and investigates other matters as directed by the Board of Directors.

 

           

             

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