Finance Committee

The Finance Committee is responsible for:

I)     Financial Condition

  1. Monitor the Company's current and projected financial condition, as it reflects financing requirements (other than inter-Company transactions).
  2. Monitor financial ramifications on the Company of the Pitney Bowes Financial Services Division.
  3. Monitor and advise on investment of surplus funds of the Company.
  4. Advise on particular types of transactions, such as foreign investment, exposure and purchase or sale of foreign currencies.

II)     New Financial Developments

  1. Make recommendations and review management plans on timing and types of financing to be undertaken.
  2. Review management's proposals and make recommendations concerning acquisitions or dispositions.
  3. Review management's proposals and approve repurchase of company shares.
  4. Review management's proposals and declare the first quarter dividends to stockholders of record. For the remaining three-quarters of the year, review management's proposals and make recommendations to the Board of Directors on dividend actions.

III)     Major Retirement Programs and Savings Plans

  1. Review with management and recommend for approval by the Board:
    (a) the adoption and termination of all Company Retirement Plans and Post-Retirement Benefit Plans which have or shortly thereafter are projected to have assets or benefit liabilities in excess of $50 million (Major Retirement Programs and Savings Plans);
    (b) any amendments that have an effect on the cost, liabilities or benefits provided by all Major Retirement Programs and Savings Plans in excess of $50 million.
  2. Monitor and report periodically (no less than annually) to the Board on the financial operations and Plan performance for all Major Worldwide Retirement Programs with funded Plans and Savings Plans.
  3. Approve asset allocation strategy for U.S. Plan Funds and monitor assets accordingly with respect to Major Retirement Programs.
  4. Monitor the actions of the internal Investment Committee whose fiduciary responsibilities with respect to all Major Retirement Programs and Savings Plans include:
    (a) developing investment policies;
    (b) designing and implementing investment programs;
    (c) establishing fund investment objectives and monitoring performance of investment managers;
    (d) appointing and removing investment managers, Plan consultants, actuaries, custodians, trustees and other major vendors.
    The Investment Committee members include: the Chief Executive Officer; the Chief Financial Officer; the Chief Personnel Officer; the Treasurer; and the Director, Pension and Benefit Plan Investments.
  5. Review and recommend for approval by the Board the charters, and any subsequent amendments, for the Investment Committee and the Employee Benefits Committee.

IV)     General Financial Areas

  1. Review and advise on the Company's financial policies.
  2. Review periodically acquisitions, divestitures and entries into new countries that have been implemented by management in accordance with guidelines set by the Board.
  3. Review annually the Company's cash flow and financial plans, including the Operating and Capital Budget.
  4. Review and recommend for approval by the Board the following transactions when the amount of the expenditure exceeds the amount or falls outside the guidelines set by the Board for management to approve said transaction:
    (a) Capital commitments, capital purchases, leases and asset transfers, (other than inter-Company transactions);
    (b) Facility leases of other than field sales and service offices;
    (c) New product development programs;
    (d) Investments in, and acquisitions/divestitures of subsidiaries.
  5. Review periodically the Company's risk management programs, which includes insurance coverage, as well as foreign exchange and interest rate management.
  6. Review periodically major capital asset expenditures by the Company.