Finance Charter

Composition of the Finance Committee
Purposes of the Committee
Meetings of the Committee
Duties and Responsibilities of the Committee
Resources and Authority of the Committee

The St. Joe Company Finance Committee Charter

  1. Composition of the Finance Committee: The Finance Committee (the "Committee") of the Board of Directors (the "Board") of The St. Joe Company (the "Company") shall be comprised of three or more directors, each of whom shall be free of any relationship that in the opinion of Board in its business judgment would interfere with the exercise of his or her independent judgment. The members of the Committee shall be appointed by the Board and shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board. The Board shall designate one member of the Committee as its Chairperson.


  1. Purposes of the Committee: The primary purposes of the Committee are to monitor the present and future capital requirements of the Company and to review and provide guidance to the Board and management about all proposals concerning major financial policies of the Company.


  1. Meetings of the Committee: The Committee shall meet at least four times a year, with authority to convene additional meetings as circumstances require. The Committee may invite any officer or employee of the Company to attend meetings. Minutes will be prepared and the Committee will report to the Board the results of its meetings. The Company's General Counsel, or in the absence of the General Counsel such person as may be designated by the Chairperson of the Committee, shall serve as Secretary to the Committee. Except as expressly provided in this Charter, the By-laws of the Company or the Company's Corporate Governance Principles, or as required by law, regulation or New York Stock Exchange listing standards, the Committee shall establish its own rules of procedure.


  1. Duties and Responsibilities of the Committee: To carry out its purposes, the Committee shall have the following duties and responsibilities, in addition to any similar matters which may be referred to the Committee from time to time by the Board or the Chairperson or which the Committee raises on its own initiative that will further its purposes:


    1. Review and provide guidance to the full Board and management about all proposals concerning major financial policies of the Company, including:
      1. Policies relating to the Company's cash needs, shareholder distributions, share repurchases and investments.
      2. Adjustments to the Company's capital structure.
      3. The Company's business plan.
      4. Insurance and risk management.
      5. Tax planning and compliance.
      6. Proposed mergers, acquisitions, divestitures and strategic investments.
      7. Other transactions or financial issues that management desires to have reviewed by the Finance Committee.
    2. Designate the officers and employees of the Company who can execute documents and act on behalf of the Company in the ordinary course of business pursuant to the Company's capital spending matrix.


  1. Resources and Authority of the Committee: The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to engage outside consultants and advisors, at the expense of the Company.