Finance Committee Charter
Revised July 22, 2005
The Finance Committee shall consist of at least two members, all of whom
shall be outside directors.
The Executive Vice President and Chief Financial Officer of PPL
Corporation (the "Company") shall be the Staff Liaison assigned
to the Finance Committee.
The Finance Committee shall hold at least three meetings annually, at
such times and places as it may deem necessary or appropriate.
The principal functions of the Finance Committee are:
- To review and approve annually the
financial plans for the Company and entities that
are consolidated with the Company for financial reporting
To the extent not contemplated by the annual
financial plan approved by the Committee:
- To authorize third-party financing
transactions in excess of $5 million by the Company or any of its
Subsidiaries, including the issuance, sale or exchange of any debt or
equity securities of the Company or any of its Subsidiaries (together
with any actions necessary for such issuance, sale or exchange).
- To authorize guarantees or other credit
or liquidity support in excess of $5 million by the Company or any of
its Subsidiaries for the obligations of Subsidiaries or entities that
are not Subsidiaries of the Company.
- To approve redemptions, repurchases,
retirements, defeasances and other methods of reducing the outstanding
securities of the Company and its Subsidiaries in excess of $5
- To authorize capital expenditures by the
Company or any of its Subsidiaries (i) in
excess of $5 million for projects that are not reflected in the
Company’s annual business plan or (ii) for a project reflected in the
Company's annual business plan that has an increase in the total cost
of such project in excess of either 20 percent of the total project
cost or $25 million; provided, however, that no Committee
approval shall be required for emergency expenditures or those
expenditures required to meet "obligations to serve" of any
utility Subsidiaries of the Company.
- To authorize acquisitions by the Company
or any of its Subsidiaries of the stock or other capital of another
company or the assets or operations of another company if the
acquisition price, including the liabilities assumed in connection
with such acquisition, is more than $5 million.
- To authorize dispositions by the Company
or any of its Subsidiaries of (i) stock or
other capital, (ii) assets or (iii) operations, if the disposition
price, whether consisting of stock, cash, assumption of liabilities by
the acquiror or other consideration, is more
than $5 million. This authorization requirement also includes the
discontinuation of a business, whether by sale, transfer or otherwise,
if the effect on the income statement is expected to result in income
or losses in excess of $5 million.
- To review, approve and monitor the
policies and practices to be followed by the Company and its
Subsidiaries in managing financial risk, including the use of
derivatives and other hedging techniques.
- To take such other action
as may be necessary or appropriate to meet the financing needs of the
Company and its Subsidiaries.
Review of Finance Committee Function and Charter
The Finance Committee shall ensure that there is an annual performance
evaluation of the Finance Committee. Also, the Finance Committee shall
review and reassess the adequacy of this Charter on an annual basis and recommend
any changes to the Board of Directors.