McDonald's Corporation Finance Committee Charter

 

l. Statement of Purpose

The Finance Committee is a standing committee of the Board of Directors. The Committee shall have principal oversight responsibility with respect to certain of the Company’s material financial matters, including investments and acquisitions that are material to the Company’s business. The Finance Committee shall not have oversight responsibility with respect to the Company’s financial reporting, which is the responsibility of the Audit Committee of the Board of Directors.

 

ll. Organization

  1. Charter. At least annually, this charter shall be reviewed and reassessed by the Committee and any proposed changes shall be submitted to the Board of Directors for approval.
  2. Members. The members of the Committee shall be appointed by the Board of Directors and shall consist solely of non-employee Directors, the majority of whom meet the independence requirements of the New York Stock Exchange and applicable policies of the Board of Directors. The Committee shall be comprised of at least three members, at least one of whom shall also be a member of the Audit Committee. Committee members may be removed by the Board of Directors. The Board of Directors shall also designate a Committee Chairperson.
  3. Meetings. In order to discharge its responsibilities, the Committee shall each year establish a schedule of meetings. Additional meetings may be scheduled as required.
  4. Agenda, Minutes and Reports. The Chairperson of the Committee shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all meetings of the Committee shall be prepared to document the Committee’s discharge of its responsibilities. The minutes shall be circulated in draft form to all Committee members to ensure an accurate final record, shall be approved at a subsequent meeting of the Committee and shall be distributed periodically to the full Board of Directors. The Committee shall make regular reports to the Board of Directors.

 

lll. Responsibilities

The following shall be the principal responsibilities of the Committee:

 

 

  1. Financial Policies. The Committee shall annually review the Company’s policies with respect to financial risk assessment and financial risk management, including policies with respect to the use of derivatives.
  2. Dividend Policy and Actions. The Committee shall annually review and approve the Company’s dividend policy and recommend dividend actions to the Board of Directors.
  3. Share Repurchase. The Committee shall annually review the Company’s plans for share repurchase.
  4. Banking and Trading Arrangements. The Committee shall have general oversight responsibility for the Company’s treasury activities. In this connection, the Committee shall annually review the Company’s principal commercial and investment banking relationships, including its banking and treasury authorizations, and material terms of the Company’s credit facilities in light of the Company’s operating strategy, risk exposures, financial policies and changes in applicable law or accounting requirements.
  5. Insurance Coverage. The Committee shall annually review the Company’s worldwide insurance program, including the credit quality of its insurance carriers and reinsurers, the scope and limitations of coverage.
  6. Acquisitions; Divestitures. The Committee may review the financial terms of material acquisitions or other equity investments and divestitures of any material operations of the Company that will be submitted to the Board of Directors for approval under the Company’s Corporate Governance Policy regarding Authorizations. The Committee may also approve the financial terms of transactions that have been approved in principle by the Board of Directors if delegated to do so by the Board.
  7. Committee Performance Evaluation. The Committee shall evaluate its own performance periodically and develop criteria for such evaluation.
  8. Delegation. When appropriate, as permitted under applicable law and the listing standards of the New York Stock Exchange, the Board or the Committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of the Committee, the Board or members of management.
  9. Other Duties. The Committee shall also carry out such other duties as may be delegated to it by the Board of Directors from time to time.

 


Approved by the Board of Directors
Date: March 24, 2005

 

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