JLG INDUSTRIES, INC.
FINANCE COMMITTEE CHARTER
The Finance Committee (the “Committee”) of the Board of Directors (the “Board”) of JLG Industries, Inc. (the “Company”) is authorized, pursuant to Section 1731 of the Pennsylvania Business Corporation Law and Section 21 of the Company’s Bylaws, to exercise all the powers and authority of the Company necessary to carry out the purposes and responsibilities set forth herein.
The principal purposes of the Committee are to provide oversight of and support to Company management in connection with the Company’s capital, finance and investment policies, objectives and transactions.
The Committee shall consist of no fewer than three members, each of whom shall meet the independence requirements of the New York Stock Exchange and such other independence requirements, if any, as may be established by the Company’s Corporate Governance Principles; provided that the Chairman of the Audit Committee shall be a member of the Committee. The Company’s Chairman of the Board shall be an ex-officio member. In addition the Company’s Chief Financial Officer shall attend all Committee meetings.
The members of the Committee shall be designated by the Board, on recommendation by the Directors and Corporate Governance Committee, during the Board of Directors’ reorganizational meeting held in November of each year. Each year during the first Committee meeting following the reorganizational meeting of the Board, the Committee shall select from its members a Chairman, who may be the incumbent Chairman or another member of the Committee.
The Board shall have sole authority to appoint and remove members of the Committee.
1. General Finance Oversight Authority. Subject to the limitations set forth below, the Committee shall have authority to exercise the powers and authority of the Board in overseeing all of the Company’s capital, finance and investment policies, objectives and transactions. Notwithstanding the foregoing, the Committee shall have no authority to approve, but only authority to review and, if appropriate, recommend that the Board approve: (i) any borrowing, issuance of debt securities, or guarantee by the Company that would be secured by a lien on substantially all of the Company’s assets , (ii) any issuance of equity securities by the Company, (iii) any investment by the Company, including any purchase of debt or equity securities, any loan or other extension credit, or any commitment to make any such investment, in any third party in an amount that either is intended to result in the Company acquiring control of such third party or is in excess of 25% of the Company’s consolidated shareholders’ equity, (iv) the declaration of any dividend or establishment or modification of any dividend policy, or (v) the commencement or modification of any share repurchase program.
2. Access Financial Solutions. In consultation with senior management, the Committee will generally oversee this business unit and all other credit, credit enhancement or lease transactions transactions, provided by the Company to third parties. Accordingly, the Committee will review, and if appropriate, approve (or recommend that the Board approve) any significant credit, credit enhancement, or lease transactions, and will periodically review and, if appropriate, approve general credit and collection policies and practices that establish, among other things, appropriate credit concentration limits and appropriate levels of management discretion to consummate credit, credit enhancement, or lease transactions without further action by the Committee or Board.
3. Credit Needs. The Committee will review and, if appropriate, approve (or recommend that the Board approve) all of the Company’s significant financing activities (including borrowings, debt offerings, asset securitizations or sale/leasebacks, synthetic leases, and off-balance sheet debt), monitor debt covenant compliance, evaluate interest rate sensitivity risk, and periodically review and, if appropriate, approve policies that establish appropriate levels of management discretion to cause the Company to incur indebtedness without further action by the Committee or Board.
4. Capital Structure. The Committee will periodically review and consult with management regarding goals and objectives of the Company’s capital structure, including debt-to-capital and return on invested capital targets and make recommendations to management and/or the Board.
5. Dividend and Stock Repurchase Policies. The Committee will periodically review, consult with management and make recommendations to the Board regarding dividends and dividend policies, stock repurchase programs, and related matters.
6. Derivatives. The Committee will periodically review and, if appropriate, approve policies regarding the Company’s investment in or use of financial derivatives (including currency or interest rate hedging strategies), and will review, and, if appropriate, approve (or recommend that the Board approve) any significant transactions in derivatives.
7. Tax. The Committee will periodically review and consult with management regarding overall strategy for tax minimization, and will review and, if appropriate approve (or recommend that the Board approve) any significant, non-routine tax minimization transactions.
8. Capital Expenditures. The Committee will review and, if appropriate, approve all annual and any extraordinary capital expenditure plans.
9. Investments and Cash Management. The Committee will periodically review and consult with management regarding the Company’s short- and long-term investment strategies, including pension and savings plan investment policies and will review and, if appropriate, approve (or recommend that the Board approve) any significant, non-routine investment transactions.
10. Banking relationships; Rating Agencies. The Committee will periodically review and consult with management regarding investment and commercial banking relationships and the Company’s activities with credit rating agencies, and will review and, if appropriate, approve (or recommend that the Board approve) any significant investment banking or financial advisory engagements.
11. External Advisors. In carrying out its duties and responsibilities under this Charter, the Committee shall have authority to obtain the advice and assistance of internal or external legal, accounting, financial and other advisors.
12. Annual Evaluation. The Committee shall review and assess this Charter and the performance of this Committee annually to ensure that they are consistent with the shortterm and long-range goals of the Company and recommend any proposed changes to the Board.
The Committee shall hold meetings, in person or by telephone, at such times and with such frequency as it deems necessary to carry out its duties and responsibilities under this Charter, but in no event less than three times per year. Special meetings of the Committee may be called by the Chairman of the Board or the CEO of the Company or by the Chairman of the Committee, with notice of any such special meeting to be given in accordance with the Company’s Bylaws. A majority of the members of the Committee shall constitute a quorum for the transaction of business by the Committee. At the discretion of the Committee, other members of the Board and any officer or employee of the Company may be invited to attend and participate in meetings of the Committee.
The Committee also may act by unanimous written consent in accordance with the terms of the Company’s Bylaws.
Minutes of each Committee meeting and records of all other Committee actions shall be prepared by the Secretary of the Company or, if the Secretary is not present at the meeting, any person appointed by the Chairman of the Committee, and shall be retained with the permanent records of the Company.
The Committee shall report to the Board, no later than the next regular Board meeting, all decisions made and actions taken by the Committee.
This Charter has been adopted by, and may be amended at any time or from time to time, in whole or in part, solely by a resolution adopted by the Board.