Finance Committee Charter
The Finance Committee of Northeast Utilities (the “Company”) is appointed by the Board to assist the Board in fulfilling the Board’s fiduciary responsibilities relating to the financial policies, plans and programs of the Company and its subsidiaries.
The Finance Committee shall have no fewer than three members.
The members of the Finance Committee shall be appointed by the Board on the recommendation of the Corporate Governance Committee. One of the members of the Finance Committee shall be designated by the Board to be the Chair, and the Board may also designate a Vice Chair.
The Board may at any time abolish the Finance Committee or remove any member or members thereof with or without cause, and may fill all vacancies therein.
The Finance Committee shall meet as often as it determines, but no less frequently than quarterly.
Committee Authority and Responsibilities
The Finance Committee, as necessary or appropriate, shall review:
1. The Company’s actions and plans to help assure adequate liquidity.
2. The Company’s dividend policy and recommend to the Board the dividend on the Company’s common shares.
3. Financial goals and financing programs for the Company and its subsidiaries.
4. The Company’s and subsidiaries’ financial forecasts.
5. New business ventures and initiatives which may result in substantial expenditures, commitments and exposures.
6. Reports of investment policies, funding and investment results of trusteed benefit plans, and other investments of the Company and its subsidiaries.
7. The Company’s plans and recommendations regarding common share repurchase programs, early extinguishment and prefunding of debt and preferred stock obligations and other proposals to modify the Company’s capital structure.
8. The Company’s plans and recommendations regarding the extension of material direct or contingent financial guarantees to any related entity or third party.
9. The Company’s financial exposure on material derivative transactions or extensions of credit to third parties.
10. The Finance Committee shall review such other matters within the scope of its responsibilities as the Finance Committee shall determine from time to time, and make such recommendations to the Board with respect thereto as the Finance Committee deems appropriate.
The minutes of every meeting of the Finance Committee shall be presented to the next Board meeting. The Finance Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Corporate Governance Committee for approval. The Finance Committee shall annually review its own performance and report its findings to the Board.