Charter of the Capital Markets Committee of the Board of Trustees
The Capital Markets Committee is established by the Board of Trustees (the "Board") for the primary purpose of:
The Capital Markets Committee should encourage continuous improvement of, and should foster adherence to, the Company's capital markets policies, procedures and practices at all levels. The Capital Markets Committee shall also ensure that the financing and hedging practices contemplated by management meet the criteria of the Company's governing documents, including but not limited to the determination of the leverage limitation at the time of incurrence.
The Capital Markets Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as deemed appropriate to perform its duties and responsibilities. The Company shall provide appropriate funding, as determined by the Capital Markets Committee, for compensation to any advisors that the Capital Markets Committee chooses to engage.
The Capital Markets Committee will primarily fulfill its responsibilities by carrying out the activities enumerated in Section III of this Charter. The Capital Markets Committee will report regularly to the Board regarding the execution of its duties and responsibilities.
The Capital Markets Committee shall be comprised of at least three Managing Trustees or such higher number as determined by the Board.
The members of the Capital Markets Committee shall be elected by majority vote of the Board at the annual meeting (or by unanimous consent) of the Board. The members of the Capital Markets Committee may designate a chairperson by majority vote of the members of the Capital Markets Committee. Capital Markets Committee members may be removed and replaced by, and in the sole discretion of, the Board by majority vote. Simultaneous service on more than one of the Company's committees will not impair the ability of any Managing Trustee to effectively serve on the Capital Markets Committee.
The Capital Markets Committee shall meet at least two times annually, or more frequently as circumstances dictate. The Secretary or an Assistant Secretary of the Company, or a designee thereof, or another person designated by the Committee acting in coordination with the Secretary of the Company, shall record minutes of all Capital Markets Committee meetings, and such minutes shall be maintained with the books and records of the Company. The Committee shall report to the Board at the regularly scheduled quarterly meeting regarding any meetings of the Committee that took place in the prior quarter and at such other times as the Committee members deem necessary or appropriate. In addition, as part of the Capital Markets Committee's job to foster open communication, the Capital Markets Committee should meet periodically with management to discuss any matters that the Committee or management believe should be discussed.
The Committee shall fix such additional rules or procedures for the conduct of its business pursuant to this Charter as the Committee members deem necessary or appropriate. Any such additional rules or procedures shall be consistent with the Company's Trust Agreement and By-Laws and this Charter, in each case as in effect from time to time, and shall be filed with this Charter in the books and records of the Company.
The Committee may form and delegate authority to subcommittees when and as the Committee deems necessary and appropriate, except as may be otherwise provided by this Charter.
To fulfill its responsibilities and duties, the Capital Markets Committee shall:
1. Review and assess the adequacy of this Charter at least annually and recommend to the Board for approval any necessary amendments as conditions dictate.
2. Review annually the capital plan for the Company and its subsidiaries.
3. Review the hedging strategy of the Company and delegate authority to management as the Committee deems appropriate to execute individual hedging transactions on behalf of the Company within the strategy approved by the Committee.
4. Determine that the Company has a clearly articulated capital markets policy that provides reasonable assurance that the Company can meet its business and financial objectives with a reasoned balance between risk, return and cost.
5. Determine that the Company's capital markets constraints are clearly defined, properly measured and consistent with the Company's capital markets policy.
6. Contribute to the evaluation of the qualifications and performance of the Company's Chief Financial Officer and capital markets staff, and provide feedback to the Company's Chief Executive Officer.
7. Approve the issuance of any equity or debt securities from the Company or any of its subsidiaries as the Committee shall consider in the best interests of the Company.
8. Approve any financing transactions that the Company or any of its subsidiaries enters into, including, but not limited to, lines of credit and warehouse facilities, and any corporate guarantees in connection with these financings, as the Committee shall consider in the best interests of the Company.
9. Have authority to obtain advice and assistance from internal or external financial, legal, accounting or other advisors.
10. Review annually its own performance.
11. Have such additional authority, duties and responsibilities as may be granted or assigned to the Committee by the Board from time to time or as may be designated in any documents governing the Company.