Finance Committee Charter


Committee Members:

H. William Lichtenberger, Chair; Ann C. Berzin, George W. Buckley, Peter C. Godsoe, Richard J. Swift


Committee Charter

The Finance Committee is responsible for considering and making recommendations to the Board of Directors on the management of financial resources of the Company and major financial strategies and transactions.


The Finance Committee shall be comprised of three or more directors, each of whom shall be independent and, as determined by the Board consistent with New York Stock Exchange guidelines, free from any relationship that would interfere with the exercise of his or her independent judgment as a member of the Committee.


Each member of the Committee shall be financially literate, defined as being able to read and understand fundamental financial statements, including the Company's balance sheet, income statement, and cash flow statement, or will become able to do so within a reasonable period of time after his or her appointment.


The Committee shall meet at least four times annually, or more frequently, as circumstances dictate.  At each of the four regularly scheduled meetings and at other meetings as necessary, the Committee will meet with the appropriate senior financial executives.  The Committee shall:


Consider and approve the Company's annual financing plan, including its projected financial structure and funding requirements.



Consider and recommend for approval by the Board of Directors of a) issuances of equity and/or debt securities or b) authorizations for other financing transactions, including bank credit facilities.



Consider and recommend for approval by the Board of Directors of the Company's external dividend policy.



Consider and approve the Company's financial risk management policy for foreign exchange, commodities, and interest rate exposures.



Consider and approve the Company's policy for investment of excess cash.



Review the performance of trustees and investment managers under the Company's employee benefit plans, and approve or terminate trustees or investment managers, as appropriate.



Conduct an annual evaluation of the performance of the Committee.



Report to the Board of Directors all significant issues discussed and make appropriate recommendations to be acted upon by the Board.



Perform any other activities consistent with the Charter, the Company's Bye-Laws, and governing law, as the Committee or the Board deems necessary or appropriate.