FINANCE COMMITTEE CHARTER

 

  1. PURPOSE

   

  The function of the Finance Committee is to assist the Board of Directors in fulfilling its oversight responsibilities relating to the Company's financing activities and financial condition. 

   

  2. RESPONSIBILITIES

   

  The Finance Committee’s primary responsibilities include:

   Approving the Company’s financial policies.

   Approving the Company’s risk management policies (including the use of derivatives).

   Reviewing and recommending financing plans and capital structure.

 

   Reviewing and recommending the Company’s dividend policy.

 

   Approving any borrowing of funds by the Company.

   Approving issuances and repurchases of debt securities, and recommending and, as and to the extent authorized by the Board of Directors, approving issuances and repurchases of equity securities.

   Approving capital expenditures in excess of $20 million but less than $75 million and reviewing and recommending capital expenditures in excess of $75 million.

   Approving dispositions of capital assets in excess of $5 million but less than $20 million and reviewing and recommending dispositions of capital assets in excess of $20 million.

   Conducting post-audits of major capital expenditures and business acquisitions.

   Annually reviewing the Company’s financial condition.

   Reviewing the Company’s overall tax strategy and obligations. 

   Reviewing and reassessing this charter and submitting any suggested changes to the Board for review.

   

 

3. MEMBERSHIP AND ORGANIZATION

   

   The Finance Committee shall consist of at least three members of the Board of Directors as the Board shall from time to time determine. 

   The members of the Committee shall be elected by the Board of Directors at its first meeting following the Annual Meeting of Shareholders and shall serve until the first meeting of the Board of Directors following the Annual Meeting of Shareholders and until their successors are elected or until their earlier death, resignation or removal, with or without cause, in the discretion of the Board. Unless a Chair is elected by the Board of Directors, the members of the Committee shall designate a Chair by majority vote of the full Committee membership. 

   The Committee may delegate its authority to a subcommittee or subcommittees.

   The Committee shall promptly inform the Board of the actions taken or issues discussed at its meetings. This will generally take place at the Board meeting following a committee meeting. 

   

  4. MEETINGS

 

   

  The Committee shall meet at least two times annually, or more frequently as circumstances dictate. Any member of the Committee may call a meeting of the Committee upon due notice to each other member at least forty-eight hours prior to the meeting. Two members shall constitute a quorum. A majority of the members present shall decide any question brought before the Committee.

   

  5. ADVISORS

     

  The Committee shall have the authority, at the expense of the Company, to retain such independent consulting, legal and other advisors as it shall deem appropriate without management approval.

  

 

  6. PERFORMANCE REVIEW

   

  The performance of the Committee shall be evaluated annually which evaluation may be included as a part of the Board surveys.