This charter governs the operations of the Finance Committee (the "Committee") of the Board of Directors (the "Board") of Wheeling-Pittsburgh Corporation (the "Company"). The Committee shall review the adequacy of this charter at least annually and recommend any proposed changes to the Board for its approval, although the Board shall have sole authority to amend this charter. The Company shall make this charter available on its website at www.wpsc.com.
The Committee shall assist the Board in formulating objectives relating to the financial affairs of the Company and implementing procedures designed to help the Company achieve these objectives.
The Committee shall be composed of at least three directors appointed by the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board. The chairman of the Committee shall be appointed by the Board. Committee members shall serve until their successors are duly appointed and qualified or until their earlier removal by the Board at any time.
The Committee may form and delegate any of its responsibility to subcommittees as it deems necessary or appropriate in its sole discretion.
Meetings and Consultants
The Committee shall meet as often as it shall determine, but not less frequently than annually. The Committee shall have the authority to select, retain and terminate such consultants, outside counsel and other advisors ("Consultants") as it deems necessary or appropriate in its sole discretion. The Committee may invite such Consultants to attend meetings of the Committee or to meet with any members of the Committee. The Committee shall have the sole authority to approve the fees and retention terms relating to such Consultants, which fees shall be borne by the Company.
The Committee shall have the authority to take such actions as are set forth below:
· To review and make recommendations to the Board regarding the Company's financial activities and objectives with respect to matters such as:
§ Capital structure, capital planning and working capital;
§ Equity and debt financing;
§ Capital expenditures;
§ Cash management;
§ Banking activities and relationships;
§ Risk assessment and management;
§ Tax planning and compliance;
§ Investor relations;
§ Financial and business performance;
§ Mergers, acquisitions and divestitures; and
§ Dividend policy.
· To formulate for Board approval and oversee the implementation of such policies, procedures and activities as the Committee may deem necessary or appropriate to assist the Company in achieving its financial objectives.
· To open bank accounts and designate persons authorized to execute checks, notes, drafts and other orders for payment of money on behalf of the Company.
· To review the Company's financial condition as often as the Committee deems necessary or appropriate, and to report its findings and conclusions to the Board.
· To report regularly to the Board on the Committee's activities.
· To perform any other activities consistent with this charter, the Company's certificate of incorporation and by-laws and applicable law, as the Committee or the Board deems appropriate.
Unless the Board establishes a separate strategic planning committee, the Committee also shall serve as the strategic planning committee of the Board. In such capacity, the Committee shall have the authority to formulate for Board approval strategic objectives of the Company and to oversee the implementation of any such policies, procedures and activities as the Committee may deem necessary or appropriate to assist the Company in achieving its strategic objectives.