2003 Committee Charter : CIN

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Charter of the
Executive Committee of the
Board of Directors of
Cinergy Corp.
I. Purpose
The purpose of the Executive Committee is to assist the Board of
Directors of Cinergy Corp. (the "Corporation") by:
(i) exercising in the intervals between the meetings of the Board its
powers with respect to the executive management of the business
and affairs of the Corporation; and
(ii) making recommendations to the Board of Directors on certain
financial-related matters.
II. Membership
The members of the Executive Committee (the "Committee") shall be
appointed from time to time by the Board of Directors from among its
members.
The Committee shall be comprised of from three to six members of the
Board of Directors, of which at least a majority must be independent.
III. Meetings
The Committee shall meet as deemed necessary and appropriate by the
Committee.
IV. Executive Management Duties and Responsibilities
1. The Board of Directors may delegate to the Committee the power
to authorize the seal of the Corporation to be affixed to all papers
that may require it.
2. The Board of Directors may delegate to the Committee the
authority to exercise the powers of the Board in the management of
the business and affairs of the Corporation in the intervals between
the meetings, except that the Committee shall not have the power
or authority to take any action for which a Supermajority Vote or
other vote in excess of a majority of the Board is required.
3. The Committee may act by a majority of its members at a duly
convened meeting, or by a writing signed by all of its members.
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4. The Committee shall have the following authority and/or
opportunities:
  • to preliminarily screen, discuss and recommend with respect
    to matters that are to be brought before the full Board; such
    that various aspects of a management proposal would be
    fully discussed, additional information requested,
    modifications suggested, and alternative courses identified
    and developed;
  • to review corporate governance oversight and issues, in
    conjunction with the Corporation's Corporate Governance
    Committee, including annual review of the effectiveness of
    the Board processes;
  • to act for the Board in any situation that needs immediate
    action, to the extent permitted by law;
  • to be utilized when not able to convene the full Board, or as
    a sounding board for the Corporation's Chief Executive
    Officer;
  • to approve and finalize contractual relationships as directed
    by the Board;
  • in conjunction with the Corporation's Corporate Governance
    Committee, to review the number of Board Members in
    attempts to determine optimum size;
  • to monitor developments with respect to boards, observe
    practices in other companies, and recommend changes that
    may be desirable for the Corporation;
  • to recommend to the full Board a successor to the
    Corporation's Chief Executive Officer when a vacancy
    occurs through retirement or otherwise; review and approve
    proposed changes involving other senior management
    positions (with the understanding that the Chief Executive
    Officer is given considerable discretion in selecting and
    retaining members of the management team);
  • to establish emergency procedures for management
    succession in the event of unexpected death, disability, or
    departure of the Corporation's Chief Executive Officer;
    review management planning for the replacement of other
    members of the senior management team.
    V. Financial Management Duties and Responsibilities
    1. To review annual operating budgets and capital expenditure
    programs, with emphasis on those issues or factors that may have
    a major long-term impact on the financial objectives of the
    Corporation.
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    2. To review actual financial results against financial projections.
    3. To review long-term corporate financial strategy in the overall
    context of corporate operations.
    4. To approve the issuance and sale of securities or shares of the
    Corporation (including subsidiaries) or designate the terms of a
    series of a class of securities or shares.
    5. To recommend a dividend policy to the Corporations' Board of
    Directors.
    6. To review significant corporate financial objectives and policies,
    plans to meet those objectives, procedures to carry out those
    policies, and to monitor related results as the Committee deems
    necessary. Areas of review will include:
  • liquidity position and investment of short-term cash surplus;
  • profitability and capital structure targets;
  • management of the Corporation's pension fund assets; and
  • corporate tax plans and tax positions.
    7. To review the corporate risk profile, i.e., how the market value of
    the Corporation would be affected by unexpected adverse events,
    e.g., catastrophic loss or changes in financial or commodity prices
    and the Corporation's related risk management activities, e.g.,
    hedging program, insurance coverage. The Corporation's Chief
    Risk Officer shall report directly both to the Committee and to the
    Corporation's Chief Executive Officer.
    8. To review merger and acquisition and divestment activity and make
    recommendations.
    9. To interface closely with the Corporation's Chief Financial Officer.
    VI. Committee Governance; Limits of Responsibility
    1. The Committee may establish such rules and procedures as it
    believes are necessary to fulfill its duties and responsibilities under
    this Charter.
    2. All action(s) taken or authorized by the Committee shall be reported
    to, for ratification by, the Corporation's Board of Directors at its
    meeting next succeeding such action(s) by the Committee.