Purpose and Organization
2003 Other Charter: FDC
The purpose of the Oversight Committee of the Board of Directors is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to the intercompany transactions and relationships that involve potential conflicts of interest with related parties. For purposes of this charter, a related party is:
(i) an entity in which any Director, officer or employee of any member of the FDC corporate family has any form of direct or indirect material economic interest or from which any such person receives, or has any expectation to receive, any form of direct or indirect material remuneration or benefit; or
The Oversight Committee will exercise appropriate oversight over management responsibilities for ensuring compliance with the FDC Code of Conduct as it relates to the existence or the appearance of conflicts of interest with respect to such related parties. In carrying out its responsibilities, the Oversight Committee will review intercompany relationships between the Corporation and its affiliates and subsidiaries on the one hand, and related parties on the other, and establish policies, where appropriate, so that the interests of the Corporation's shareholders are adequately protected overall, taking into consideration the significant investment the Corporation and its shareholders have made in related parties and the importance of the business objectives of related parties to the Corporation as a whole and taking into consideration the significant value those related parties represent to the Corporation's shareholders today and may represent in the future.
The Committee shall consist of one or more members of the Board, each of whom the Board has determined has no material relationship with the Corporation and each of whom is otherwise "independent" under the rules of the New York Stock Exchange, Inc. Members and the Chairperson shall be appointed by the Board for such term as the Board may determine, and shall serve at the pleasure of the Board.
In order to discharge its responsibilities, the Committee shall each year establish a schedule of meetings; additional meetings may be scheduled as required.
A quorum at any Committee meeting shall be a majority of its members. All determinations of the Committee shall be made by a majority of its members present at a meeting duly called and held, except as provided herein (or where there is less than three members present, by unanimous vote). Any decision or determination of the Committee reduced to writing and signed by all of the members of the Committee shall be fully as effective as if it had been made at a meeting duly called and held.
The Chairperson of the Committee shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all meetings of the Committee shall be prepared to document the Committee's discharge of its responsibilities. The minutes shall be circulated in draft form to all Committee members to ensure an accurate final record, shall be approved at a subsequent meeting of the Committee and shall be distributed periodically to the full Board of Directors. The Committee shall make regular reports to the Board of Directors.
II. Committee Duties and Responsibilities
The Committee shall have the following duties and responsibilities:
Review presentations from management of transactions and relationships entered into between related parties and the Corporation for the appearance or existence of conflicts of interests.
Establish policies and procedures regarding relationships with related parties as the Oversight Committee deems appropriate to protect the interests of the Corporation's shareholders.
Review compliance with such policies and procedures, including audit reports prepared in connection with such policies and procedures.
Approve in advance transactions or relationships involving a potential conflict of interest between any member of the FDC corporate family and related parties in cases in which the approval of the Corporation's Board of Directors would not otherwise be required, as either the committee or management believe that such transactions or relationships requires approval of the Oversight to protect the interests of the Corporation's shareholders.
III. Delegation to Subcommittee
The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.
IV. Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management.