of the Finance Committee
of the Committee
of the Committee
and Responsibilities of the Committee
and Authority of the Committee
The St. Joe Company Finance Committee Charter
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.
- 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.
- 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.
- 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:
- Review and provide
guidance to the full Board and management about all proposals concerning
major financial policies of the Company, including:
- Policies relating to
the Company's cash needs, shareholder
distributions, share repurchases and investments.
- Adjustments to the
Company's capital structure.
- The Company's
- Insurance and risk
- Tax planning and
- Proposed mergers,
acquisitions, divestitures and strategic investments.
- Other transactions or
financial issues that management desires to have reviewed by the Finance
- 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.
- 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.