Finance Committee Charter (As Amended February 17, 2005)

 

 

RESOLVED: 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the designation, purpose, structure, operation and responsibilities of the Finance Committee be, and hereby are, rescinded.

RESOLVED: that pursuant to Article Ill, Section 4 of the By-Laws of the Company, a Finance Committee be, and hereby is, designated as follows:

Purpose
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.

Duties and Responsibilities

  1. Review the Company's cash position, capital structure and strategies, financing strategies and insurance coverage and report to the full Board with respect thereto as appropriate.
  2. Review and make recommendations to the management and the full Board as appropriate with respect to the Company's dividend policy.
  3. 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.
  4. 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.
  5. 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 additional reporting.
  6. 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.
  7. 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.

Composition and Qualifications
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 removed.

The Chairman of the Committee is responsible for the orientation of new members regarding finance matters.

Structure and Operation

  1. 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.
  2. The Committee may form and delegate authority to subcommittees when appropriate.
  3. 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.
  4. 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 Chairman.
  5. 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.
  6. 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.
  7. 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 procedure.