Charter of the Finance Committee
2003 Committee Charter : F
of the Board of Directors
The Finance Committee shall provide assistance to the Board of Directors of the Company in fulfilling its
responsibility to the shareholders in respect of the policies and practices that relate to the management of the
financial affairs of the Company. The Finance Committee also shall perform such other functions and exercise
such other powers as may be delegated to it from time to time by the Board of Directors. The Finance
Committee's primary purpose is to:
· Review management's plans to manage the Company's exposure to financial risk.
· Review the Company's Business Plan, cash plan, balance sheet, and capital structure.
· Recommend dividend actions to the Board of Directors.
· Review the Company's capital allocation strategy, including the cost of capital.
· Review the Company's capital appropriation matters, including recommending approval of those
programs requiring Board approval and providing periodic oversight of Board-approved programs.
· Review the Company's pension strategy and performance and health care costs and funding.
II. Structure and Operations
Composition and Qualifications
The Finance Committee shall be comprised of three or more directors as determined by the Board (upon the
recommendation of the Nominating and Governance Committee), each of whom shall be determined by the Board
of Directors to possess financial acumen. All members of the Finance Committee shall have a working
familiarity with basic finance practices, and at least one member of the Finance Committee shall have financial
Appointment and Removal
The members of the Finance Committee shall be designated by the Board annually and shall serve until their
successors shall be duly designated or until such member's earlier resignation or removal. Any member of the
Finance Committee may be removed from the Committee, with or without cause, by a majority vote of the Board.
Unless a Chair is designated by the full Board, the members of the Finance Committee shall designate a Chair by
majority vote of the full Finance Committee membership. The Chair will chair all regular sessions of the Finance
Committee and set agendas for Finance Committee meetings.
Delegation to Subcommittees
In fulfilling its responsibilities, the Finance Committee shall be entitled to delegate any or all of its responsibilities
to a subcommittee of the Finance Committee and, to the extent not expressly reserved to the Finance Committee
by the Board or by applicable la w, rule or regulation, to any other committee of directors of the Company
appointed by it, which may or may not be composed of members of the Finance Committee.
The Finance Committee shall ordinarily meet at least four times annually, or more frequently as circumstances
Any director of the Company who is not a member of the Finance Committee may attend meetings of the Finance
Committee; provided, however, that any director who is not a member of the Finance Committee may not vote on
any matter coming before the Finance Committee for a vote. The Finance Committee also may invite to its
meetings any member of management of the Company and such other persons as it deems appropriate in order to
carry out its responsibilities. The Finance Committee may meet in executive session, as the Finance Committee
deems necessary or appropriate.
IV. Responsibilities and Duties
To fulfill its responsibilities and duties, the Finance Committee shall:
(1) Review with Company management, at least annually, the Annual Report from the
Treasurer of the Company's cash and funding plans and other Treasury matters.
(2) Recommend to the Board of Directors dividends to shareholders and other shareholder
(3) Review with Company management, at least annually, the Company's health care costs and
plans for funding such costs.
(4) Review with Company management, at least annually, the Company's pension strategy and
(5) Review, at least annually, policies with respect to financial risk assessment and financial
(6) Recommend to the Board of Directors approval of select capital appropriations matters.
(7) Review the Company's Board-approved capital appropriations matters, acquisitions, and
new business investments. Actual performance against targets shall be measured by
conducting interim reviews and an annual review of closed programs.
(8) Review the Corporate Business Plan and Budget and conduct, as required, detailed
operational business and cash strategy reviews.
(9) Review with Company management, at least annually, the Company's tax situation and tax
(10) Report regularly to the Board (i) following meetings of the Finance Committee, (ii) with
respect to such other matters as are relevant to the Finance Committee's discharge of its
responsibilities and (iii) with respect to such recommendations as the Finance Committee
may deem appropriate. The report to the Board may take the form of an oral report by the
Chair or any other member of the Finance Committee designated by the Finance
Committee to make such report.
(11) The Finance Committee shall perform a review and evaluation, at least annually, of the
performance of the Finance Committee and its members, including a review of adherence
of the Finance Committee to this Charter. In addition, the Finance Committee shall review
and reassess, at least annually, the adequacy of this Charter and recommend to the
Nominating and Governance Committee any improvements to this Charter that the Finance
Committee considers necessary or appropriate. The Finance Committee shall conduct such
evaluation and reviews in such manner as it deems appropriate.
(12) Perform any other activities consistent with this Charter, the By-Laws of the Company and
other applicable law, rules or regulations as the Finance Committee or the Board deems
necessary or appropriate.