Executive and Finance Committee Charter
This charter governs the operations of the Executive and Finance Committee. The Committee shall be nominated by the Chairman of the Board and appointed by the Board of Directors and shall comprise at least three directors. Members of this Committee need not be independent directors as that term is defined in the Alpharma Corporate Governance Principals. The Chairman of the Board shall be a member of this Committee and serve as its Chairman.
The primary purpose of the Executive and Finance Committee is to act for the Board of Directors in the event that formal action is required between Board meetings.
The following is a general expression of the responsibilities and processes to be employed by the Committee. However, the Committee believes its policies and procedures should remain flexible in carrying out these responsibilities, in order to react to changing conditions and circumstances.
The Executive and Finance Committee shall assist the Board in developing and evaluating general corporate policies and objectives. The Executive and Finance Committee shall perform such specific assignments as shall be expressly delegated to it from time to time by the Board of Directors and shall (subject to the limitations specified from time to time in the bylaws of this corporation or imposed by law) have the power to exercise fully the powers of the Board except to the extent expressly limited or precluded from exercising such powers in resolutions from time to time adopted by the Board.
Meetings may be called by the Chairman of the Executive and Finance Committee by oral or written notice, communicated to each member not less than twenty-four hours before such meeting.
Action may be taken without a meeting if all members of the Committee consent to such action and confirm such unanimous consent in writing either prior or subsequent to the taking of such action.
The Executive and Finance Committee shall report to the Board at its next regularly scheduled meeting on any material actions taken by the Committee. Prior to the next regularly scheduled Board meeting, the Chairman of this Committee shall also report any such material actions to the Chairman of the Audit and Corporate Governance Committee or the Compensation Committee to the extent he believes such information would be helpful to such Committees in the normal discharge of their respective duties.
Minutes of all meetings of the Committee shall be kept in the ordinary course of business and shall be open for inspection at all times upon the request of any member of the Board of Directors.
A majority of the Committee shall constitute a quorum for the transaction of business and an affirmative vote of the majority of the members who attend the meeting shall be required for approval of any action.
The Committee shall have the authority to use third party service providers in executing its duties. The Committee shall have the sole authority to approve retain, terminate and approve the fees and other retention terms of any such third party service providers.
K:\Legal\Corporate\Alpharma Inc\Committee Charters - Working Folder\ALOExecandFinCharterNov03.doc