BELLSOUTH CORPORATION BOARD OF DIRECTORS
2003 Committee Charter : BLS
FINANCE/STRATEGIC PLANNING COMMITTEE
The Committee shall have responsibility for:
DUTIES & RESPONSIBILITIES
1. Provide guidance to management in the development of strategic plans. Review and recommend to the Board for approval long-term business objectives and strategic plans developed by management. Review the allocations of corporate resources recommended by management, including the consistency of such activities and allocations with the long-term business objectives and strategic plans of the Company.
2. Review, approve, or recommend to the full Board, as indicated below, certain strategic decisions regarding expansion or exit from existing lines of business or countries and entry into new lines of business or countries, including acquisitions, joint ventures or dispositions of businesses and capital assets ("transactions") and the financing of such transactions. In clarification of this item, the Committee shall be advised of transactions involving financial commitments of less than $75 million, approve transactions involving financial commitments from $75 million to $200 million, and recommend and seek Board approval for transactions involving financial commitments of more than $200 million. As further clarification of this item, with respect to any exit from a line of business, the financial commitment shall be measured by the amount of the proceeds in connection with the sale, the accounting impact from the writedown or impairment of assets from any exit of a line of business or such other measures as may be appropriate.
3. On at least a semi-annual basis, but more often if deemed necessary by the Committee or requested by the Chairman of the Board, provide the full Board with a report of the transactions reviewed and approved during the previous six month period and any additional information that may be appropriate about these transactions.
4. Review, approve for presentation and make recommendations to the full Board with respect to financial plans and policy, including (a) corporate finance and the capitalization of the Company, (b) the annual Consolidated Financial Commitment View, (c) dividend policy, (d) equity and debt funding for the Company's subsidiaries and affiliates and (e) exchange listing requirements, appointment of corporate agents and offering terms of corporate securities as appropriate.
#808 5. Provide oversight of, review and keep informed on a timely basis with respect to the Company's policies, practices and proposals with respect to financial management and treasury operations, including (a) trust asset administration and actuarial matters affecting the Company's qualified benefit plans and satisfying itself that the actions of management and the Committee are in the best interest of the participants in and beneficiaries of such plans, (b) financial results and other matters or events having significant financial impact. Make such recommendations to the full Board as the Committee deems appropriate with respect to the fiscal affairs of the Company, shareholder relations and establishment of approval authority levels.
6. Request and review such reports from management as it may require in carrying out its assigned responsibilities and advise the full Board of Directors as to the Committee's oversight functions.
7. Undertake from time to time such additional activities within the scope of the Committee's primary functions as it may deem appropriate and/or as assigned by the Board of Directors, the Chairman of the Board or the Chief Executive Officer.
As amended 2/26/2001