I. PURPOSE The purpose of the Committee is to consider and make recommendations to the Board of Directors regarding issues affecting the financial structure of the Corporation which are referred to the Committee by the Board of Directors, the Chairman of the Board, or which the Committee considers on its own initiative
II. COMMITTEE MEMBERS The Committee shall be comprised of at least three “independent” Directors as that term is defined in relevant NYSE listing rules and law. Committee members shall be appointed and removed by the Board in its sole discretion.
III. COMMITTEE MEETINGS The Committee will meet at least two times a year, with authority to convene additional meetings as circumstances require. The Committee will invite members of Management and others to attend meetings and provide pertinent information, as necessary. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. Minutes will be prepared and the Committee will report to the Board the results of its meetings. The Committee may form one or more subcommittees, each of which may take such actions as may be delegated by the Committee.
IV. DUTIES AND RESPONSIBILITIES The Committee has the following specific duties and responsibilities, in addition to any additional similar matters that may be referred to the Committee from time to time by the full Board, the Chairman, or which the Committee raises on its own initiative:
1. Establishes and reviews capital policies and strategies that set an acceptable capital structure for the consolidated company and major subsidiaries including:
(a) issuance of short and long term debt; and
(b) share issuance, repurchase or split.
2. Reviews the impact of the Company’s financing and other operating plans on its credit ratings and funding costs.
3. Regularly reviews the Company’s dividend policy.
4. Reviews with management annually the Company’s policies regarding interest rate risk, foreign exchange risk, liquidity management and counterparty risk, including policies with respect to the use of derivatives.
5. Reviews the adequacy of the insurance coverage on the Company’s risks.
6. Annually reviews the business plan from the perspective of funds flow, capital expenditure, and financing requirements.
7. Conducts post audit review of capital investment projects.
8. Reviews and makes recommendations on the financial terms of all mergers, acquisitions, disposals and other major financial transactions that require approval of the Board of Directors.
9. Reviews tax planning strategy and initiatives.
10. Oversees the Pension Fund Committee with respect to pension plan investment policies.
11. Oversees management’s establishment and implementation of standards, guidelines, and policies relating to the identification, assessment, and management of significant financial structure and related potential risks, reporting to the full Board of Directors as appropriate.
12. Evaluates at least annually the Committee’s own performance and develops criteria for such evaluation in accordance with applicable NYSE listing rules and law.
13. Reviews at least annually this charter and submits any proposed changes to the Board of Directors for approval.