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(As amended through March 10, 2017)
The purpose of the Finance and Financial Risk Committee (the 'Committee') is to represent and assist the Board of Directors (the 'Board') in its oversight of the Company's financial policies,
The Committee will consist of at least three members of the Board, each of whom the Board has determined meets the independence requirements of the Company's Standards for Director Independence, the New York Stock Exchange and any other legal requirements as will from time to time be in effect. The members of the Committee are appointed by the Board and serve until their successors are duly appointed in connection with a change in Committee composition, or until they are no longer on the Board. Unless a Committee Chair is designated by the full Board, the members of the Committee will elect a Chair by majority vote of the full Committee membership.
On behalf of the Board, the Committee has, among its functions, the following duties and responsibilities:
The Committee will meet at least three times per year, either in person or
The Committee may, in its discretion, form and delegate authority to subcommittees, including a single member, when appropriate and consistent with applicable law. Any actions taken by a subcommittee will be reported to the full Committee at its next meeting.
The Committee has the authority appropriate to discharge its duties and responsibilities, including retaining outside counsel or any other advisors as the Committee may deem appropriate in its sole discretion. The Committee has sole authority to retain and terminate any such counsel or advisor, including sole authority to approve its fees and other retention terms.