Xcel Energy Inc. Finance Commitee
C. Coney Burgess (Chair)
Roger R. Hemminghaus
A. Barry Hirschfeld
Douglas W. Leatherdale
Albert F. Moreno
(As amended and adopted on March 2, 2005
A. Authority. The Finance Committee is granted the authority by the Board of Directors to perform each of the specific duties enumerated in this Committee Charter. The Finance Committee will be provided adequate resources to discharge its responsibilities and will receive staff support from Xcel Energy’s Finance area.
B. Responsibilities. The Finance Committee shall review management’s proposed financial strategies for the Xcel Energy Companies and make appropriate recommendations regarding such strategies to the Board of Directors. It will review and approve strategic financial goals for each Xcel Energy Company. The Committee will be responsible for corporate capital structure and financial plans, dividend policy and dividend recommendations, insurance coverage, banking relationships and investor relations.
C. Membership and Qualification: The size of the Committee shall be determined by the Board, but it must always have at least three members.
Desirable qualifications for Committee members include experience in utility operations, business operations and other related areas.
The Board selects Committee members based on recommendations of the Committee. Each Committee member will serve at the pleasure of the Board for such term as the Board may decide or until such Committee member is no longer a Board member.
The Finance Committee shall at all times include as one of its members a member of the Audit Committee.
D. Specific Duties: The Finance Committee shall:
1. Review and make recommendations to the Board of Directors regarding Xcel Energy’s long range financial, strategic and one-year operating plan.
2. Review each Xcel Energy Company’s performance against such company’s budget, prior years’ performance and competition.
3. Recommend to the Board of Directors annual earnings goals and expectations for the Xcel Energy Companies.
4. Meet periodically with management to review the Company’s major financial and operational risk exposure and the steps management has taken to monitor and control such exposure. Coordinate and consult with the Audit Committee for the purpose of sharing information pertinent to the Audit Committee’s consideration of whether the Company’s audited and unaudited financial disclosures appropriately disclose material financial and operational risk exposures in a manner consistent with GAAP and other applicable laws and regulations. Review and recommend to the Board of Directors the parameters for financial operations (including allowable investments) for each Xcel Energy Company.
5. Review reports from the Xcel Energy Companies regarding their financial operations, including reports regarding their compliance with parameters approved by the Board of Directors.
6. Review and recommend appropriate changes, if necessary, regarding the structure and methods of financing of Xcel Energy Company operations.
7. Review and recommend appropriate actions related to mergers, acquisitions, divestitures, significant asset sales or purchases and other significant business opportunities.
8. Review and recommend approval of equity investments in wholly-owned subsidiaries.
9. Review and approve entry into new unrelated businesses prior to commitment.
10. Review and approve any project or business opportunity related to existing business requiring a total investment, including equity, recourse debt and guarantees, of greater than $10 million but less than $50 million. Review and make a recommendation for approval to the Board of Directors regarding any project or new business venture requiring a total investment greater than $50 million. (The Chairman, Chief Executive Officer, Chief Operating Officer and Chief Financial Officer may approve any project or venture related to an existing or similar business requiring a total investment of less than $10 million.)
11. Review the annual capital budget authorization against actual expenditures.
12. Review investor relations program.
13. Review dividend policy and annual dividend recommendation.
14. Review corporate insurance coverage.
15. Review and recommend approval of corporate capital budget.
16. Review and recommend approval of issuance of common stock for stock-based compensation program.
17. Review the administration of all employee welfare and benefit plans (“Plans”) by performing the following functions:
(a) Set parameters for (1) selection of investment objectives for the Plans;(2) compliance with investment policy guidelines; and (3) selection and evaluation of trustees, investment managers and consultants. (b) Report periodically to the Board of Directors on the status of the Plans and satisfaction of the investment objectives. (c) Ensure that the fiduciary responsibilities of the Company are fully met and that the satisfaction of those responsibilities is documented. 18. Create, charter and select the members of any committee, including the Pension Trust Administration Committee, to assist in performing functions related to the Plans.
E. Meetings. The Finance Committee shall meet three times during the calendar year and at such other times as may be requested by its Chairman, provided that a majority of the Finance Committee members may also call a meeting at any time they decide it is necessary or advisable. The Finance Committee shall make regular reports to the Board.
F. Meeting Attendance. A majority of the members of the Finance Committee shall constitute a quorum for the transaction of any business at any meetings of the Committee. The Chief Financial Officer shall be the coordinating officer for the Committee and shall attend all meetings as appropriate. Other management representatives shall attend as necessary.
G. Supporting Material and Agendas. The Committee Chairman, in consultation with the Chief Financial Officer shall prepare the meeting agenda. The agenda and all materials to be reviewed at a Committee meeting shall be provided to the Committee members at least five days prior to the meeting date.