Finance/Pension Committee

of the Board of Directors of SBC Communications Inc.

Committee Members

 

John B. McCoy, Chairman

James A. Henderson

Charles F. Knight

Lynn M. Martin

Joyce M. Roché

Carlos Slim Helú

Laura D'Andrea Tyson

Edward E. Whitacre Jr.

 

Charter

 

Purpose

 

The Finance/Pension Committee (the "Committee") is appointed by the Board of Directors of SBC Communications Inc. to assist the Board in its oversight of the Company's finances, the payment by the Company of dividends, and the Company's investment policies. References in this Charter to "SBC" or the "Company" shall be to SBC Communications Inc. and its consolidated subsidiaries unless the context requires otherwise.

 

Committee Membership

 

At the first meeting of the Board following each Annual Meeting of Stockholders, the Board, after receiving the recommendations of the Corporate Governance and Nominating Committee, shall appoint the members of the Committee and shall determine the Chairperson of the Committee, each to serve at the pleasure of the Board. Committee members shall not have a fixed term.

 

Procedures

 

The Committee shall meet as often as it determines. The Committee may request any officer or employee of the Company to attend a meeting of the Committee or to meet with any consultant to the Committee. After the Committee meets or otherwise takes action, it shall, as soon as practicable, make a report of its activities at a meeting of the Board.

 

The Committee may form and delegate authority to subcommittees when determined by the Committee to be necessary or appropriate.

 

Committee Authority and Responsibilities

 

The Committee shall have the authority, to the extent it deems necessary or appropriate, to conduct investigations and to retain consultants in connection with its responsibilities. The Committee may authorize and direct the payment of compensation by the Company to any such consultant and the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

 

The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Corporate Governance and Nominating Committee. The Committee shall annually evaluate the Committee's own performance and share such evaluation with the Corporate Governance and Nominating Committee.

 

Finance/Pension Matters

 

1.      Financial Status of the Company. The Committee shall have the authority to (a) periodically review the financial status of the Company (b) consult with the officers of the Company and the Board in regard to significant matters involving the finances of the Company, including among other things the impact of the financial performance of the pension plan trusts on the Company (c) review financial policy and procedures and develop recommendations in regard thereto (d) approve guidelines for the investment of the Corporation's cash reserves (e) approve guidelines for issuing debt and raising capital (f) make recommendations to the Board and management regarding the declaration of dividends and dividend policy and (g) review results of rating agencies actions.

2.      Financing Activities. The Committee shall, as it deems appropriate, recommend for approval by the Board the (a) amount and record date of dividends, (b) the Company's annual budget, (c) Registration Statements to be filed with the Securities and Exchange Commission in connection with Company securities issuances, and (d) Company's business plan.

3.      Pension Matters. In consultation with management, the Committee shall oversee regulatory compliance with respect to the financing and funding of pension plans maintained by the Company; however, the Committee shall have no authority control over any plan assets nor responsibility for the administration of the plans. The Committee shall periodically receive reports from management personnel charged with the responsibility for pension fund investments for the purpose of reviewing (a) the funded status of such plans and (b) management's evaluation of the performance of the fund managers for the plans, including their comparative returns and asset allocations and other measures, in fulfilling the Committee's responsibility to ensure the plans are adequately funded.

 

Other

4.      Other. The Committee shall make such other reports and recommendations to the Board of Directors from time to time as the Committee may deem appropriate. The Committee shall be responsible for any other matters expressly delegated to the Committee by the Board from time to time.