Finance Committee Charter

 

Purpose

The primary purpose of the Finance Committee of the Board of Directors is to review with senior management of the Company and the Board all issues that bear upon the financial strategy and long-term financial performance of the Company.

Authority

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities enumerated in this Charter, including the authority to retain counsel and other experts or consultants, and such other duties and responsibilities as it may be assigned upon the direction and approval of the Board. If the Committee uses third-party service providers in carrying out its duties, the Committee shall have the sole authority to select, retain and terminate any such third-party service provider and to approve the provider's fees and other retention terms.

Membership

The Committee shall be comprised solely of non-management members of the Board, each of whom is an "independent director" in accordance with the Company's Corporate Governance Guidelines. The members of the Committee shall be appointed annually by the Board, and the Board shall designate one member of the Committee as Chairperson. The Board may fill vacancies on the Committee, and may remove a Committee member at any time with or without cause.

Operations

The Committee shall meet at such times as the Chairperson of the Committee shall designate, or at the request of a majority of Committee members, the Chairman of the Board or a majority of the Board, in each case in accordance with the Company's Bylaws. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.

Reports and Minutes

The Committee shall report to the Board periodically or as required by the nature of its duties on all of its activities and shall make such recommendations to the Board as the Committee decides are appropriate. The Committee shall record minutes for each meeting. The Committee shall review and approve the Committee minutes and they shall be filed with the Secretary of the Company for retention with the records of the Company.

Duties and Responsibilities

The duties and responsibilities of the Committee are to review on a regular basis issues it may consider appropriate, including:

1.

The Company's financial policies and capital structure.

2.

The Company's dividend policy.

3.

The Company's financial performance standards, and its performance against such standards.

4.

The overall status and funding of the Company's pension and other employee benefit plans, including their investment performance.

5.

The Company's strategic, business and financial planning processes and resulting plans.

6.

Capital expenditures.

7.

Possible mergers, acquisitions and divestitures.

8.

Policies and procedures governing the use of financial instruments including derivative instruments.


The Committee also shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval; evaluate the performance of the Committee annually in accordance with procedures established by the Executive and Governance Committee; and perform any other duties or responsibilities delegated to the Committee by the Board from time to time.