Finance Committee Charter
The Board of Directors
shall appoint annually the Finance Committee (the “Committee”) and
appoint its Chairman. Members of the Committee shall serve at the
will of the Board of Directors.
The Committee shall be comprised of three or more directors.
The Committee shall:
- Provide assistance to the Board of Directors in reviewing and
evaluating the financing activities of the Company.
- Review with the Board of Directors bank and other credit
agreements, debt and equity structure and possible changes to the
authorized stock and capital structure of the Company.
- Serve as "Named Fiduciary" under the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), of all
"employee benefit plans," as defined in Section 3(3) of ERISA
("Benefit Plans"), maintained by the Company with respect to both
plan administration and control and management of plan assets and,
without limiting the generality of the foregoing, review with the
Board of Directors the investment asset allocations with respect
to the Company’s defined benefit pension plans and VEBA trust and
investments made available to participants in the Company’s
defined contribution plans.
Powers as Named
The Committee shall have all
authority and power appropriate and necessary to its function as a
"Named Fiduciary" of the Benefit Plans maintained by the Company in
accordance with the terms of the Benefit Plans and trust agreements
relating thereto. The duties and powers of the Committee shall
include, but not be limited to the following:
The Committee may delegate its responsibility to
control and manage the plan assets of the Benefit Plans, which may
include the designation of additional "named fiduciaries" or
fiduciaries with respect to the Benefit Plans. Any delegation shall
be evidenced by a written document of delegation adopted by the
Committee. Notwithstanding the foregoing, the Board has reserved to
the Personnel and Compensation Committee the power and
responsibility to make amendments to Benefit Plans which do not
materially increase the cost of such Benefit Plans and as may be
necessary to cause the Benefit Plans to be or remain in compliance
with applicable law and collective bargaining agreements.
- Appointment and removal of trustees and investment managers
for plan assets held pursuant to Benefit Plans;
- Establishment of funding methods and policies for the
investment of plan assets held pursuant to Benefit Plans;
- Approval of insurance contracts, deposit administration
contracts, guaranteed income contracts and other similar contracts
established in connection with Benefit Plans; and
- Appointment of plan administrators with respect to Benefit
The Committee shall:
- Review and evaluate proposed bank credit agreements and other
major financing proposals.
- Periodically review and evaluate Company relationships with
banks and other financial institutions.
- Review and make recommendations to the Board of Directors
regarding policies with respect to dividends, capital structure
and authorized stock.
- Review and evaluate the funded status, investment practices,
policies and procedures, and contribution requirements with
respect to the Company’s defined benefit pension plans and defined
- At least annually review and evaluate the performance of the
trustees and investment managers appointed with respect to the
Benefit Plans. Such review shall include a review of investment
performance, diversification of investments and compliance with
investment policies established by the Committee.
- At least annually review the activities of the plan
administrators appointed with respect to the employee benefit
shall hold at least one meeting each year and others as deemed
necessary by its chairperson. A report on all Committee meetings
will be provided to the Board of Directors.
adopted: April 22, 2005