AMENDED AND RESTATED CHARTER
OF THE FINANCE AND PENSION COMMITTEE
OF THE BOARD OF DIRECTORS OF CMS ENERGY CORPORATION

 

 

 

 

 

 

1.

Purpose and Duties: The purpose and duties of the Finance and Pension Committee (the "Committee") are to consider and recommend to the Board as appropriate:

 

 

 

 

(a)

Financing plans formulated by management, including those in strategic and operating plans;

 

 

 

 

(b)

The financing terms of acquisitions, divestitures, joint ventures, partnerships, or combinations of business interests;

 

 

 

 

(c)

Short- and long-term financing plans, including the sales or repurchases of common and preferred equity and long-term debt;

 

 

 

 

(d)

Financial policies including cash flow, capital structure, and dividends;

 

 

 

 

(e)

Risk management policies including foreign exchange management, hedging, and insurance;

 

 

 

 

(f)

Investment performance, funding, and asset allocation policies for employee benefit plans and nuclear decommissioning trusts; and

 

 

 

 

(g)

Make recommendations to the Board of Directors regarding significant capital, operations and maintenance expenditures relating to environmental matters affecting the Corporation.

 

 

 

2.

Composition. The Committee shall be comprised of two or more directors as determined from time to time by resolution of the Board of Directors. Each member of the Committee must meet the independent director standards as set forth in the rules of the New York Stock Exchange. Vacancies shall be filled by election by the Board of Directors, and any member of the Committee may be removed by the Board of Directors. The Chairperson of the Finance and Pension Committee will be designated by the Board of Directors. However, if the Board of Directors does not so designate a Chairperson, the members of the Committee may do so by majority vote.

 

 

 

3.

Meetings. The Committee shall determine the number and timing of meetings necessary to carry out its purpose and duties. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary. The Committee shall report on its deliberations, findings and recommendations to the Board, and maintain minutes and any other records relating to the meetings that are deemed necessary by the Committee. Any member may add relevant matters to the agenda by timely notice to the Chair.

 

 

 

4.

Performance Evaluation. The Committee shall evaluate its performance and produce and provide to the Board of Directors an annual report on its performance in accordance with the requirements of this Charter and set forth the goals and objectives of the Committee for the upcoming year. The performance evaluation shall also recommend to the Board any improvements to the Committee's Charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board of Directors may take the form of an oral report by Chairperson of the Committee or any other member of the Committee designated by the Committee to make this report.

 

 

 

5.

Resources and Authority. The Committee is authorized to confer with Corporation management, other employees and retain outside consultants to the extent it may deem necessary or appropriate to fulfill its duties. This includes sole authority to select and retain, approve the fees and other retention terms of, and terminate any consultant.

 

 

 

6.

Delegation to Subcommittee. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee.