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, strategies and capital structure.
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.
Duties and Responsibilities
On behalf of the Board, the Committee has, among its functions, the following duties and responsibilities:
- Capital Expenditures: Review and approve management’s recommendations to the Board for significant capital expenditures, including for real estate, facilities and information technology;
- Strategic Transactions: Review, approve and monitor significant mergers, acquisitions, divestitures, joint ventures, minority investments, and other debt and equity investments;
- Capitalization: Review and oversee management’s plans and objectives for the capitalization of the Company, including target credit rating and the structure and amount of debt and equity to meet the Company’s financing needs;
- Debt and Equity Offerings: Review and approve management’s recommendations to the Board with respect to new offerings of debt and equity securities, stock splits, credit agreements (including material changes thereto), and the Company’s investment policies;
- Dividends: Review and approve management’s recommendations to the Board regarding dividends;
- Share Repurchase Authorizations: Review and approve management’s recommendations to the Board regarding authorizations for repurchases of the Company’s shares;
- Investment Policy: Review and approve management’s recommendations for the corporate cash investment policy;
- Retirement Plans: Review and oversee financial aspects of the Company’s global retirement plans, including the assets and liabilities of the plans. The Committee is not a “fiduciary” within the meaning of ERISA, and the Committee’s role explicitly does not include selecting, evaluating, or changing plan investments, selecting or replacing qualified pension committee members, or any other duty that might be considered “fiduciary” in nature;
- Tax Strategies: Review and oversee the Company’s tax strategies;
- Financial Risk Management: In connection with the functions overseen by this Committee, review with management the assessment of significant financial risks and contingent liabilities pertaining to financial markets and the Company’s financial strategies, including by way of example, foreign exchange and interest rate exposures, and the policies and strategies for management of such risks, including the use of hedges, derivative instruments, insurance coverage (and related costs) and other similar risk management techniques;
- Insurance: Review annually with management the financial aspects of the Company’s insurance and self-insurance programs;
- Business Plans: Review the annual business plans from the perspective of cash flow, capital spending and financing requirements;
- Delegated Authority: Review and recommend to the Board for approval authorization limits for the Committee and the Chief Executive Officer to approve expenditures;
- Committee Charter: Review the Committee’s Charter on an annual basis and recommend any changes to the Board for approval;
- Self-Evaluation: Review the Committee’s own annual performance evaluation results; and
- Other Duties: Carry out such other activities within the scope of its primary purpose or as the Board may from time to time delegate to it.
The Committee will meet at least three times per year, either in person or telephonically, and at such times and places as the Committee determines. The Committee may request any director, officer or employee of the Company or the Company’s outside counsel to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Committee will report regularly on its activities to the Board.
The compensation of Committee members shall be as determined by the Board.
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.