About Us > Corporate Governance > Board Committee Charters > Finance Committee Charter
Finance Committee Charter
BOARD OF DIRECTORS
FINANCE COMMITTEE
CHARTER
Mission Statement
The Finance Committee (the “Committee”) will assist the Board of Directors in fulfilling its responsibility to the shareholders in respect of the policies and practices that relate to the management of the financial affairs of the Company. The Committee’s primary purpose is to:
- 1. Review management’s plans to manage the Company’s exposure to financial risk.
- 2. Review the Company’s capital structure.
- 3. Recommend dividend actions to the Board of Directors.
- 4. Review the Company’s capital appropriations matters.
- 5. Review the Company’s retirement plan strategy, funding and asset performance.
The Finance Committee is a standing committee of the Board of Directors composed of not less than three (3) Independent Directors, each of whom shall be determined by the Board to possess financial acumen. An Independent Director’s relationship with the Company is determined by the Board. Further, for purposes hereof, a Director must be independent as defined by the requirements of the New York Stock Exchange and the Corporate Governance Guidelines applicable to the Company. The members shall be elected to the Committee by the Board on recommendations of the Corporate Governance Committee, annually or as necessary to fill vacancies in the interim. The Board shall designate one of the Committee members as Chairperson. Finance Committee Members may be replaced by the Board.
Meetings
The Committee shall hold meetings as necessary. Finance Committee meetings are usually scheduled six times per year prior to Board of Directors meetings. The Finance Committee may meet in executive session, as the Finance Committee deems necessary or appropriate.
Duties
- 1. The Committee will discuss with management, at least annually, the Company’s major financial risk exposures and steps management has taken to monitor and control such exposures including the Company’s risk assessment, insurance procurements, and risk management policies.
- 2. Recommend to the Board of Directors approval of capital appropriations matters.
- 3. Review and approve (within limits established by the Board) the Company’s capital appropriations matters. Actual performance against original projections shall be monitored by conducting interim reviews of significant capital appropriations matters.
- 4. Annually review and recommend to the Board of Directors capital expenditure authorization levels.
- 5. Review with management, at least annually, the Company capital structure, financing plans and other significant Treasury policies and matters, including off balance sheet arrangements.
- 6. On an annual basis, review the Company’s dividend policy as well as any share repurchase programs and make appropriate recommendations to the Board of Directors.
- 7. Review with management, at least annually, the Company’s retirement plan strategy and asset performance including:
 | | |
|
- 8. Approve funding for significant defined benefit and defined contribution plans.
- 9. Review with management the Company’s tax situation and significant tax planning initiatives and tax audit settlements.
- 10. Review with management the status of major information technology plans.
- 11. The Finance Committee shall make regular reports to the Board.
- 12. The Finance Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
- 13. The Finance Committee shall annually review its own performance.
