Corporate Governance

Committee Charter

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Statement of Purpose

The purpose of the Finance Committee (the “Committee”) is to oversee the financial affairs and policies of the Company.

Composition, Membership and Operation

1. Composition of Committee. The Committee shall consist of three or more members of the Board of Directors (the “Board”), a majority of whom shall be determined by the Board to be “independent” under the rules of the New York Stock Exchange. Members of the Committee shall be appointed to, and may be removed from, the Committee by the Board.

2. Operation of Committee. A majority of the members of the Committee shall constitute a quorum for doing business. All actions of the Committee shall be taken by a majority vote of the members of the Committee present at a meeting at which a quorum is present or by unanimous written consent. The Committee Chair, who shall be selected by the Board, is responsible for the leadership of the Committee, including preparation of meeting agendas. The Committee may, at its discretion, delegate such of its authority and responsibilities as the Committee deems proper to members of the Committee or a subcommittee.

3. Meetings. The Committee shall meet as often as it deems necessary in order to perform its responsibilities. If necessary, the Committee Chair may call special meetings of the Committee. The Committee shall keep such records of its meetings as it deems appropriate and the Committee Chair shall report regularly to the Board on the activities of the Committee.

Duties and Responsibilities

The Committee shall have the authority, without further action by the Board, to approve:

  • Credit facilities, borrowing agreements, letters of credit, bank guarantees and similar arrangements.
  • Capital contributions to subsidiaries of the Company.
  • Foreign exchange contracts and modifications to the Company’s foreign exchange policies.
  • Interest rate hedging programs.
  • Modifications to the Company’s investment policies and allocation of funds among investment strategies.

The authority and responsibilities of the Committee also include periodically reviewing and making any necessary recommendations to the Board and management concerning the following:

1. Capital Structure
  • Capital structure of the Company, including the issuance of equity and debt securities, the incurrence of indebtedness, general financing plans and debt ratings.
  • Dividends, stock splits and stock repurchases.
2. Financial Planning
  • Financial projections, plans and strategies.
  • Cash flow and working capital management and related matters.
  • Capital budgeting and expenditures.
  • Investment strategies and management of investment risk, including the use of derivatives and other risk management techniques.
  • Lines of credit, loans, guarantees, letters of credit and other banking arrangements.
  • Financial risk management and insurance programs.
  • Tax planning and compliance.
3. Mergers, Acquisitions and Strategic Transactions
  • Mergers, acquisitions, divestitures, joint ventures and other equity investments.
4. Purchase or Acquisition Offers
  • The terms and proposed response regarding any solicited or unsolicited offer for the purchase or acquisition of all or substantially all of the Company’s stock or assets.
5. Investor Relations
  • Investor relations programs and policies, including the Company’s policies and practices for providing financial guidance to analysts.
6. Benefit Plans
  • Material changes in the funding strategy of the Company’s defined-benefit plans.
7. Other Matters
  • Other transactions or financial issues that the Board or management would like the Committee to review.
8. Committee Evaluations
  • An annual evaluation of the Committee’s own performance, the results of such evaluation which shall be reported to the Board.
  • Conduct an annual evaluation of the Committee’s charter and recommend any changes to the Nominating and Corporate Governance Committee.

The Committee shall have the authority to retain and obtain advice and assistance from such advisors as it believes may be necessary to fulfill its responsibilities. The Committee shall also have authority to approve such advisor’s fees, expenses and other terms of its retention. The Company shall provide appropriate funding, as determined by the Committee, for paying the fees and expenses of any advisor retained by the Committee.

Additional Duties and Responsibilities

The Committee shall undertake such additional duties and responsibilities as the Board may, from time to time, prescribe.

May 12, 2017

Committee Members
Committee MemberLawrence C. Nussdorf
Committee MemberDavid G. Fubini
ChairpersonRobert S. Shapard
Committee MemberHarry M. J. Kraemer, Jr.
Committee MemberSusan M. Stalnecker
Committee MemberGregory R. Dahlberg
Finance Committee Charter