FINANCE COMMITTEE CHARTER
 

PURPOSE:

The Finance Committee is appointed by the Board to assist the Board in reviewing and approving the capital project appropriation requests between $5 million and $10 million which are included in the capital budget; review and approve capital project appropriation requests between $2 million and $10 million which are not in the capital budget; review and recommend to the Board the annual capital budget; and, various other matters as set forth below.

COMPOSITION:

The Committee will be comprised of a minimum of three (3) and a maximum of five (5) non-management members of the Board of Directors designated by the Board of Directors. The Chairman of the Board will serve as an ex-officio member of the Committee.

RESPONSIBILITIES AND AUTHORITY:

  1. Review and approve or reject capital project appropriation requests for capital projects which are included in the capital budget and which exceed $5 million, but are less than $10 million.
  2. Review and approve or reject capital project appropriation requests for capital projects which are not included in the capital budget and which exceed $2 million but are less than $10 million.
  3. Review and make recommendations to the Board of Directors concerning:
    1. capital project appropriation requests for capital projects exceeding $10 million;
    2. the annual capital budget;
    3. equity offerings to be undertaken by the corporation;
    4. debt and other financing to be undertaken by the corporation;
    5. the corporationís key financial ratios;
    6. the corporationís policy governing approval levels for capital expenditures;
    7. the corporationís dividend policy;
    8. the corporationís stock repurchase program;
    9. material acquisitions and divestitures, from a financial standpoint;

RESPONSIBILITIES AND AUTHORITY (continued):

    1. the corporationís banking relationships, lines of credit and compliance with credit agreement covenants;
    2. the corporationís financial structure;
    3. the corporationís long-term tax strategy and the repatriation of earnings; and
    4. the corporationís intercompany transfer pricing policy.

 

Adopted by CTS Board of Directors 10-30-02