2003 Committee Charter : OMC FINANCE COMMITTEE CHARTER
Purpose: The Finance Committee is a standing committee of the Board. The
Committee's purpose is to assist the Board in carrying out its oversight
responsibilities relating to certain financial matters affecting the Company.
The Committee will have the authority to take all actions on behalf of the Board
as the Committee or its Chairperson may from time to time determine to be
consistent with its purpose and this Charter.
Composition: The Committee will have at least three members. Based upon
the recommendation of the Governance Committee, the Board will designate the
members of the Committee at least annually.
The Board also will from time to time designate the Chairperson, and may
designate a Co-Chairperson or Vice Chairperson, of the Committee. The Committee
may delegate one or more of its responsibilities hereunder to any subcommittee
comprised entirely of two or more Committee members. Any such delegation will be
reported to the Chairperson of the Governance Committee.
Resources: Management is responsible for providing the Committee with the
information and assistance contemplated by this Charter and educational and
other resources as it or its Chairperson may request. The Committee or its
Chairperson may retain at the Company's expense (in such amount as the Committee
determines to be appropriate) legal counsel and such other third-party advisors
as it determines to be appropriate.
Proceedings: The Committee may adopt such procedures as it may from time
to time determine to be appropriate to assist in the discharge of its
responsibilities. Except as the Committee or its Chairperson may otherwise
determine, the Secretary or another person designated for this purpose by the
Committee Chairperson will prepare appropriate records of all Committee meetings
and actions, copies of which when approved by the Committee or its Chairperson
will be furnished to the Board, and will maintain copies of all materials
furnished or presented to the Committee. In addition, the Committee Chairperson
will report to the Board as to all matters that he or she determines to be
Responsibilities: The Committee will:
o Less than $25 Million Acquisitions and Divestitures: Review
quarterly reports from management on completed business acquisitions
or divestitures involving a total purchase price as estimated by
management of under $25 million;
o $25-50 Million Acquisitions and Divestitures: Consider proposed
business acquisitions or divestitures involving a total purchase
price as estimated by management to exceed $25 million but be less
than $50 million, and, if applicable, approve such transactions on
behalf of the Company;
o $50+ Million Acquisitions and Divestitures: Consider and make
recommendations to the full Board as to proposed business
acquisitions or divestitures involving a total purchase price as
estimated by management to exceed $50 million;
o Financings: Consider and, if applicable, approve on behalf of the
full Board any financing by the Company or any of its subsidiaries
requiring Board approval under the Grant of Authority as in effect
from time to time, including, if applicable, issuances of securities
under the Company's universal shelf registration statement as in
effect from time to time; and
o Grant of Authority: Consider and make recommendations to the full
Board of other events requiring Board approval under the Company's
Grant of Authority as in effect from time to time.
The Committee will review this Charter at least annually and will
recommend to the Governance Committee changes to this Charter as it determines
to be appropriate. Any changes will be effective when recommended by the
Governance Committee and approved by the Board.
As adopted by the Board of Directors on March 31, 2003.