that the resolutions previously adopted by the Board regarding the
designation, purpose, structure, operation and responsibilities of the Finance
Committee be, and hereby are, rescinded.
pursuant to Article Ill, Section 4 of the By-Laws of the Company, a Finance
Committee be, and hereby is, designated as follows:
The purpose of the Finance Committee ("Committee") of the Board
of Directors (the "Board") of Xerox Corporation (the
"Company") is to review the Company's cash position, capital
structure and strategies, financing strategies and insurance coverage;
review and make recommendations on the Company's dividend policy; act as an
appointing fiduciary with respect to the process of oversight of persons
exercising investment fiduciary responsibility for the Company's 401(k)
plans, retirement plans and funded welfare benefit plans, other than those
plans maintained pursuant to a collective bargaining agreement that names
the Joint Administration Board as the governing plan fiduciary
("Plans"); and the Committee shall have such other powers and
perform such other duties as the Board may from time to time delegate to it
in accordance with Article III, Section 4 of the By-Laws of the Company.
- Review the Company's cash
position, capital structure and strategies, financing strategies and
insurance coverage and report to the full Board with respect thereto
- Review and make
recommendations to the management and the full Board as appropriate
with respect to the Company's dividend policy.
- Establish the funding
policies to be followed by the Plans and review the adequacy of the
funding of the Plans in terms of the Company's corporate purposes.
- Select, appoint, monitor
and (if necessary) remove the Fiduciary Investment Review Committee
("FIRC"), a chartered committee composed of Company
officers, as the named fiduciary with investment responsibility for
the Plans; make any necessary adjustments in the delegation of
responsibility to FIRC that is accomplished by its charter.
- To receive reports from
FIRC regarding the discharge of its fiduciary responsibilities at
least annually, and at such other times as the Committee determines to
be advisable, taking into account any request by FIRC to provide
- In the event of the
removal of FIRC as named fiduciary with investment responsibility for
the Plans, control and manage, or appoint other named fiduciaries with
authority to control and manage, the assets of the Plans.
- Conduct annually an
evaluation of the Committee's own performance and, in light of this,
consider changes in its membership, charter or procedures. The
Committee shall report to the Board the results of its evaluation,
including recommended charter, membership and other changes.
The Committee shall be comprised of three or more directors, the exact
number to be determined from time to time by resolution of the Board.
Each member of the
Committee shall be "independent" as required by NYSE listing
standards and any other legal requirements as shall from time to time be in
effect. The Board of Directors shall, in the exercise of business judgment,
determine the "independence" of directors for this purpose.
The Chairman of the
Committee shall be designated by a majority vote of the entire Board.
Members of the
Committee shall be designated annually by a majority vote of the entire
Board (after considering any recommendations of the Corporate Governance
Committee) at the organizational meeting of the Board of Directors held in
connection with the annual meeting of shareholders.
Vacancies on the
Committee shall be filled by majority vote of the entire Board. By a
majority vote of the entire Board, a member of the Committee may be
The Chairman of the
Committee is responsible for the orientation of new members regarding
- Two members of the
Committee shall constitute a quorum. When more than two members are
present, the act of a majority of the members present at a meeting at
which a quorum is present shall be the act of the Committee, and when
only two members are present, the unanimous vote of the two members
shall constitute the act of the Committee.
- The Committee may form
and delegate authority to subcommittees when appropriate.
- The Secretary of the
Company, or in the absence of the Secretary such person as may be designated
by the Chairman of the Committee, shall act as secretary and keep the
minutes of all meetings of the Committee.
- The Committee shall meet
in person or telephonically at least two times a year at such times
and places determined by the Chairman of the Committee, with further
meetings to occur, or actions to be taken by unanimous written
consent, when deemed necessary or desirable by the Committee or its
- The Committee may request
that any directors, officers or employees of the Company, or other
persons whose advice and counsel are sought by the Committee, attend
any meeting of the Committee to provide such pertinent information as
the Committee requests.
- The Chairman of the
Committee shall report to the Board at each meeting of the Board the
deliberations, actions and recommendations of the Committee since the
last Board meeting.
- Except as expressly
provided in this Charter, the By-laws of the Company or the Company's
Corporate Governance Guidelines, or as required by law, regulation or
NYSE listing standards, the Committee shall establish its own rules of