The Board by resolution dated January 30, 2002, established the Finance Committee and adopted this Charter. This Charter was amended by a resolution of the Board dated April 22, 2003.
The Finance Committee is charged with overseeing the company’s financial affairs and recommending those financial actions and policies that are most appropriate to accommodate the company’s operating strategies while maintaining a sound financial condition. The Committee reviews the company’s financial forecasts and budgets as well as strategic actions proposed by the company. The Committee also reviews funding recommendations concerning the salaried and hourly pension plans together with the investment performance of such plans and the company’s risk management policies and practices.
The Committee shall have a minimum of three directors. The Board, upon recommendation of the Nominating and Governance Committee, shall appoint the Committee members and a Chairman. The Board may fill vacancies on the Committee.
The Board may remove a member from the Committee at any time with or without cause.
The Committee will meet at the call of its Chairman or the Chairman of the Board.
A majority of the Committee members will be a quorum for the transaction of business. The action of a majority of those present at a meeting at which a quorum is present will be the action of the Committee. Any action required to be taken at a meeting of the Committee will be deemed the action of the Committee without a meeting if all of the Committee members executed, either before or after the action is taken, a written consent and the consent is filed with the Corporate Secretary. The Committee may form and delegate authority to subcommittees or to its Chairman when appropriate. The Chairman will report from time to time to the Board on Committee actions and on the fulfillment of the Committee’s duties under its Charter. The Committee Secretary (who will be the Corporate Secretary) will be responsible for maintaining minutes of all Committee meetings, which will be available to all Board members.
Duties and Responsibilities
In discharge of its responsibilities, the Committee shall:
1. Periodically receive from management a report on the capital structure, outstanding debt, financing requirements and borrowing plans of the company and review the company’s debt ratings, dialogue with the credit agencies and bank credit arrangements.
2. At least once each year receive a report from management committees overseeing the funding and administration of the company’s retirement plans. These reports will offer funding recommendations and include such actuarial opinions as are necessary to support such recommendations. The Committee shall have the authority to appoint and monitor the performance of fiduciaries for the company’s retirement plans.
3. Make recommendations to the Board in consultation with management concerning actions to be taken to assure prudent financing of the credit needs of the company as well as recommendations for the funding of the company’s retirement, welfare and benefit plans.
4. Review the company’s financial forecasts and plans.
5. Review and make recommendations to the Board on strategic actions under consideration by the company, including any proposed share repurchases, acquisitions or divestitures.
6. Review the company’s risk management policies and practices, including as relevant, the use of any derivatives and other hedging activities and related policies, procedures and controls.
7. Make recommendations to the Board regarding dividends and dividend policy.
8. Review investor relations activities.
9. Review from time to time, as appropriate, various criteria for measuring the company’s financial performance, including its determined cost of capital and returns.
10. Assess annually its performance of the duties specified in this charter and report its findings to the Board.
11. Review and reassess the adequacy of this Charter annually and recommend any changes to the Board for its approval.
April 22, 2003