2003 Committee Charter : NFS

Nationwide Financial Services Inc.


Finance Committee Charter

The Finance Committee is a committee of the Board of Directors. It shall be comprised of three or more directors as determined by the Board. Members of the Committee shall have a basic understanding of investments, finance, mergers and acquisitions and financial services.

The Finance Committee's primary function is to assist the Board in fulfilling its oversight responsibilities by reviewing the investments, significant financial transactions, and financial status of the Company. Significant financial transactions shall include acquisitions, capital contributions to, or divestitures of, companies, major capital expenditures, transactions involving the capital stock of the Company, operating facilities, long term contractual commitments and other significant financial transactions as defined herein. The Finance Committee shall have the power to conduct or authorize investigations into any matters within the Committee's scope of responsibilities. The Committee shall be empowered to retain independent counsel, auditors or others to assist in the conduct of the investigation. The Committee shall meet at least three times per year, or more frequently as circumstances require, and it shall report to the Board after each committee meeting.

In meeting its responsibilities, the Finance Committee is expected to:

Review and recommend to the Board of Directors investment policies and strategies with respect to the assets of the Company.


Review quarterly, or more frequently as required, reports concerning the invested assets of the Company, including financial performance.


Review and approve, or recommend approval by the Board of Directors, the acquisition or disposition of any investment transaction on behalf of the Company within limitations established by the Governance Guidelines adopted by the Board of Directors from time to time.


Review potential acquisitions, capital contributions, or divestitures suggested by management and approve, or recommend approval by the Board of Directors of, appropriate transactions within limitations established by the Governance Guidelines adopted by the Board of Directors from time to time.


Review major capital expenditures and approve, or recommend approval by the Board of Directors of, appropriate major capital expenditures within limitations established by the Governance Guidelines adopted by the Board of Directors from time to time. Major capital expenditures include, but are not limited to, significant technology expenditures or significant projects or initiatives.


Review and recommend approval by the Board of Directors, dividend proposals and policies.


Review and recommend approval by the Board of Directors, transactions involving the capital stock of the Company or issuance of debt.


Determine, when delegated authority by the Board of Directors, the price at which securities of the Company will be offered for sale and whether to proceed with any such securities offering.


Review annually, or more frequently as required, the financial performance (using return on equity or other performance measures) of subsidiaries of the Company.


Review the general voting policies and procedures for any shares of stock or other interests held by the Company.


Review annually the proposed operating plan submitted by management for the Company and recommend approval or revision to the Board of Directors.


Review the asset and liability management policies of the Company and its subsidiaries, including liquidity issues.


Review and approve, or recommend approval by the Board of Directors of, proposals for the acquisition, expansion, leasing, construction and disposition of facilities used for Company operations within limitations established by the Governance Guidelines adopted by the Board of Directors from time to time.


a) Delegate to the Chief Executive Officer, Chief Investment Officer, or other designated officers and employees within the Office of Investments or the Office of the CEO, the authority to conduct investment transactions on behalf of the Company to the extent deemed appropriate by the Committee, subject to the limitations established in the Governance Guidelines and/or the Investment Policy Guidelines adopted by the Board of Directors from time to time.

b) Delegate to the Chief Executive Officer, Chief Financial Officer, Senior Vice President–Finance or other designated officers and employees within the Office of Finance or the Office of the CEO, the authority to conduct significant financial transactions on behalf of the Company to the extent deemed appropriate by the Committee subject to the limitations established in the Governance Guidelines adopted by the Board of Directors from time to time.


Review and, if necessary, update the charter of the Finance Committee annually, and submit the updated charter to the Board of Directors for approval.
The above list represents examples of actions the Finance Committee may take in fulfilling its responsibilities.

The duties and responsibilities of a member of the Finance Committee are in addition to those duties set out for a member of the Board of Directors.