the Executive Committee
« Board Structure, Committees, and Committee Charters
Article XIX of the Amended and Restated Articles of Association of the Company as in effect on the date this Charter was adopted (the "Articles of Association") provides for an Executive Committee of the Board of Directors of the Company (the "Committee") and provides that the Committee shall have and may exercise such power and authority of the Board of Directors in the management of the business and affairs of the Company (including, without limitation, reviewing, and making recommendations to the Board of Directors concerning the general financial policies and direction of the Company), as the Board of Directors shall specify by a majority vote of the Board of Directors.
Capitalized terms used herein but not defined shall have the meanings given them in the Articles of Association.
The Articles of Association provide that the Committee shall consist of at least four members during the Specified Period and, thereafter, not less than three members.
It is the general intent of the Board of Directors that all matters not in the ordinary course of business be brought to the full Board for action. The Board recognizes, however, the need for flexibility regarding matters where action may be necessary between Board meetings in circumstances where calling a special meeting of the Board is not warranted. The Committee is therefore empowered and authorized to exercise all the powers and authorities of the Board in the management of the business and affairs of the Company except as prohibited by law or restricted by this Charter or by the Board. In addition, the Committee is empowered and authorized to exercise general oversight concerning the financial policies and direction of the Company, in furtherance of which the Committee is authorized and empowered to review, investigate, counsel the Company's management and make recommendations to the Board of Directors regarding the Company's financial plans, policies, procedures and management.
The Committee shall not have any power or authority to:
A. Adopt a plan of merger or adopt a plan of consolidation with another corporation or entity;
B. Recommend to the shareholders the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the property or assets of the Company;
C. Recommend to the shareholders a voluntary dissolution of the Company or a revocation thereof;
D. Recommend to the shareholders amending, altering or repealing the Memorandum of Association or the Articles of Association of the Company;
E. Fill any vacancies on the Board;
F. Fix the compensation of any member of the Committee or of any director or officer of the Company;
G. Create any new committees of the Board;
H. Remove or replace any members of any committee of the Board;
I. Declare dividends;
J. Authorize the issuance of shares or other Company securities;
K. Declare a stock split or stock dividend;
L. Authorize any indebtedness to third parties in excess of U.S. $50 million;
M. Authorize any sale or other disposition of Company assets to a third party in excess of U.S. $50 million;
N. Amend, alter or repeal any resolution of the Board which does not by its express terms provide that it shall be subject to amendment, alteration or repeal by the Committee; or
O. Exercise any power and authority expressly delegated to any other Committee of the Board.
Notwithstanding the foregoing, the Committee may, to the extent expressly authorized in a lawful resolution or resolutions adopted by the Board, take such action (including actions elsewhere proscribed herein) as may be expressly be delegated to the Committee by the Board.
The following functions shall be the common recurring activities of the Committee. These functions are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate given the circumstances.
A. Review the policies underlying the Company's financial planning to insure their adequacy and soundness in providing for the Company's needs;
B. Review and transmit to the full Board management recommendations as to specific financial goals and ratios;
C. Review and make recommendations concerning dividend policy;
D. Review the annual financial plan and subsequent forecasts;
E. Review and recommend approval or disapproval to the full Board on significant financial matters, including without limitation, proposed debt and equity financings, repurchase of the Company's shares and specific capital expenditures of an amount requiring Board approval;
F. Counsel with management with respect to external financial relationships such as selection of investment bankers, pension fund mangers, lead banks and composition of the banking group;
G. Review, prior to action by the Board, major financial plans involving the issuance of securities or proposed major acquisitions by the Company; and
H. Review the adequacy of funding of Company pension obligations, including review of types of investment and investment performance.
The Committee shall review and reassess the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval. This Charter may be amended only by the Board.