There shall
be a Committee of the
Board of Directors to
be known as the Executive
and Finance Committee.
The members of the Committee
shall be recommended to
the Board by the Governance
and Nominating Committee
and the Committee shall
be chaired by the Chief
Executive Officer. At
least fifty percent of
the Committee shall be
comprised of directors
who are independent of
the management of the
Company (as defined in
the Corporate Governance
Policies of the Company)
and free of any relationship
that in the opinion of
the Board of Directors
would interfere with his/her
exercise of independent
judgment as a Committee
Member.
Meetings
Subject
to the Company's by-laws
and resolutions of the
Board, meetings of the
Committee may be held
at any place from time
to time as designated
by the Chair of the Committee.
A majority of the members
of the Committee then
in office shall constitute
a quorum for the transaction
of business, and the act
of a majority of those
present at any meeting
at which a quorum is present
shall be the act of the
Committee. Any action
required or permitted
to be taken at any meeting
of the Committee may be
taken without a meeting,
if prior to such action
all members of the Committee
consented thereto in writing
and the writing is filed
with the minutes of proceedings
of the Committee. The
Committee shall keep a
record of its actions
and proceedings, and the
Chair of the Committee
shall make a report thereof
from time to time to the
Board.
Statement of Policy
The Executive
and Finance Committee
shall have all of the
powers and exercise all
of the authority of the
Board of Directors between
the meetings of the Board
and while the Board is
not in session, except
that it may not amend
the articles of incorporation
or the bylaws of the Company,
authorize a stock split
or stock dividend or other
dividend or take any other
action which committees
of boards of directors
may not take under Delaware
law. The Committee also
shall provide assistance
to the Board of Directors
in fulfilling its oversight
responsibilities with
respect to the Company's
capital structure, financing,
dividend policy, strategies,
capital expenditures,
acquisitions and divestitures.
Roles and Responsibilities
The Committee's primary
role and responsibilities
are to:
Exercise
the authority of the Board
of Directors between the
meetings of the Board
and while the Board is
not in session on matters
that cannot be delayed
until the next meeting
of the Board or cannot
be addressed adequately
by means of a unanimous
written consent of the
Board, subject to the
limitations set forth
above.
The Committee's secondary
role and responsibilities
are to:
Review
from time to time the
asset and liability
structure of the Company,
consider the Company's
funding and capital
needs and make recommendations
to the Board with respect
thereto.
Review
from time to time the
dividend policy of the
Company and make recommendations
to the Board with respect
thereto.
Review
from time to time strategies
developed by the Company
to meet changing economic
and market conditions
and make recommendations
to the Board with respect
thereto.
Review
at the request of the
Board proposed capital
expenditures and make
recommendations to the
Board with respect thereto.
Review
at the request of the
Board proposed acquisitions
or divestitures and
make recommendations
to the Board with respect
thereto.
