Finance Committee

    

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Members
J. Pedro Reinhard, Chair
Anthony J. Carbone
Andrew N. Liveris
Keith R. McKennon
James M. Ringler
William S. Stavropoulos

Charter of the Finance Committee

As amended and re-adopted in full by the Finance Committee on December 10, 2003, and by the Board of Directors on December 11, 2003.

Purpose:
The Finance Committee shall have the responsibility of overseeing the financial affairs of the Company.

Membership:
The Committee shall consist of three or more members to be elected by the Board of Directors. The Chairman of the Committee shall be designated by the Board of Directors.

Responsibilities:
The authority and responsibilities of the Committee include periodically reviewing and making any necessary recommendations to the Board regarding:

  1. Oversight of the company financial activity including, but not limited to, risk management, tax planning and compliance, investor relations, cash flow management, insurance, capital structure including dividend policy, financial and business performance, working capital, capital planning, financial investment policies and financial impact of mergers, acquisitions and divestitures.
  2. Oversight of the following pension-related activities:

(a) Establish investment policy and objectives for the Dow Employees' Pension Plan and any other pension plan or pension fund maintained by the Company for its employees or employees of its subsidiaries ("Plans");

(b) Review the performance of the Plans' assets and investment advisors acting pursuant to the Plans;

(c) Determine the funding policy of the Plans.

  1. Financial resolutions submitted to the Board for action.

Delegation to Subcommittees:
The Committee may form and delegate authority to subcommittees when appropriate.

Meetings:
The Committee will meet at least quarterly and additionally as appropriate. A majority of the members shall constitute a quorum.

Annual Review of the Charter and Committee Performance:
The Committee Charter shall be reviewed at least annually and revised as appropriate. The Committee shall conduct an annual evaluation of its own performance.

Reports to the Board of Directors:
The Committee shall make regular reports to the Board of Directors.