FINANCE COMMITTEE CHARTER
2004 Committee Charter : HRH
The Finance Committee of the Board of Directors (the "Board") shall be
comprised of at least three independent (as defined under NYSE listing standards)
directors. The members of the Committee shall be selected annually by the Board.
The purpose of the Finance Committee is to assist the Board in controlling and
overseeing the Company's financial objectives, policies, procedures and activities.
In carrying out its responsibilities, the Finance Committee will:
obtaining financial resources;
and offering terms of corporate securities and debt instruments;
Company's dividend policy;
investments and treasury practices; and monitor and oversee the Company's corporate
the ratings given to the Company;
and recommend to the Board any stock repurchase programs deemed necessary or
desirable by the Finance Committee;
and the administration of the Company's ERISA-qualified benefit plans ("Plans"),
including reviewing the investment performance of the Plans' funds; and
approve certain mergers, acquisitions, joint ventures and divestitures by the Company.
Subject to the foregoing, and in clarification of this item, the Finance Committee shall be
advised of transactions involving financial commitments by the Company of less than $2
million, and review and approve transactions involving financial commitments by the
Company from $2 million to $20 million. Transactions involving financial commitments
by the Company of more than $20 million shall require approval of the full Board. As
further clarification of this item, financial commitments involving earn-out calculations
shall be measured by the maximum pricing of such transaction or such other measures
as may be deemed appropriate by the Finance Committee.
by the Company and make recommendations to the Board regarding improvements to
the Company's mergers and acquisitions program.
Company; provided that guarantees of financial obligations in excess of $5 million shall
require approval of the full Board.
The Finance Committee shall regularly report its activities to the Board and
maintain adequate minutes and records thereof.