CHARTER OF THE FINANCE COMMITTEE
2003 Committee Charter : UTX
The Finance Committee (the "Committee") shall be a standing committee of the
Board of Directors. The purpose of the Committee shall be to review and monitor
the management of the financial resources and the financial risks of the
Corporation, including policies with respect to investments and uses of cash and
other significant financial actions proposed by management.
A substantial majority of the members of the Committee shall be nonmanagement
The Committee shall meet as required and normally meets four times annually.
The Committee may meet more frequently and, as the Committee may require in
fulfilling its responsibilities, it may meet privately with independent advisors and
members of management.
The Committee shall:
A. Receive and review regular reports concerning strategies and plans for
significant acquisitions and divestitures by the Corporation, including
discussion of possible transactions and their financial impact and progress
reports on pending and completed transactions;
B. Review significant financing programs to be offered by the Corporation in
support of the business objectives of the Corporation, including secured and
unsecured financing, equity investments, letters of credit, guarantees or other
forms of financial accommodation;
C. Review significant capital appropriations;
D. Review proposed dividend policies and programs for the repurchase of
capital stock of the Corporation;
E. Review the Corporation's financial outlook and plans for financing its working
and long-term capital requirements;
F. Review the Corporation's policies and strategies for managing exposure with
respect to foreign exchange, interest rates and raw materials prices;
G. Review the Corporation's policies and strategies with respect to insurance
and risk management;
H. Review the Corporations policies, strategies and performance with regard to
the investment of pension assets;
I. Report annually to the Board on its assessment of the Committee's
performance as a group;
J. Undertake such other matters as may be referred to it by the Board of
Directors from time to time.
The Committee shall have full access to all management and authority to consult
independent advisors, including sole authority to retain and terminate any such
advisors and to approve the firm's fees and other retention terms.