Finance Committee Charter
Effective 18 November 2004

Purpose and Areas of Focus

The Finance Committee (the "Committee") shall assist the Board of Directors (the "Board") in fulfilling its oversight responsibilities on an ongoing basis for matters relating to the financial practices and condition of the Company by reviewing Company financial policies and procedures; keeping informed of Company financial condition, requirements for funds, and access to liquidity; considering and advising the Board concerning Company sources and uses of funds, including payment of dividends to shareholders and repurchase of Company stock; and reviewing and recommending to the Board methods and terms of external financing and other financial transactions required to achieve the Company's objectives. The Committee shall also have the authority of the Board with respect to oversight for the funding and management of assets of the Company's and its controlled subsidiaries' employee pension and savings plans worldwide.

Authority and Responsibilities

The Committee shall review and keep informed of, and, as appropriate, advise or make recommendations to the Board regarding such matters as:

Committee Structure; Member Appointment and Removal

The Committee shall consist of at least three directors who, along with the chairperson of the Committee, are appointed by the Board, upon the recommendation of the Corporate Governance and Nominating Committee (the "Governance Committee"), and may be removed by the Board in its discretion.

Committee Operations: Meetings, Agendas, Reporting, and Delegation

The Committee may determine the procedural rules for its meeting and the conduct of its business, except as otherwise required by law. Adequate provision is made for notice to members of all meetings; one-third of the members, but not less than two, constitute a quorum; and all matters are determined by a majority vote of the members present. The Committee may delegate all or a portion of the authority granted to it by the Board to one or more of the Committee members, senior executives, or committees, subject to applicable plans, laws, and regulations.

The Committee proposes its regular meeting schedule for each year for approval by the Board, upon recommendation of the Governance Committee. The Chairman of the Board, the Corporate Secretary, and the Committee Chairperson agree on the length of regular meetings and the need to schedule additional special meetings.

The annual Committee agenda and individual meeting agendas are developed by the Chairman of the Board and Corporate Secretary in consultation with the Committee Chairperson, with input from appropriate members of management and staff.

The Committee Chairperson reports to the Board on Committee meetings and actions, and the Committee Secretary (who is the Corporate Secretary or an Assistant Corporate Secretary) keeps minutes of all Committee meetings, which are distributed to Committee members for review and approval.


In order to carry out its responsibilities, the Committee shall have