Membership and Meetings
All the members of the Committee shall meet the independence requirements of the New York Stock Exchange. Trustees serving on the Committee shall have sufficient knowledge and familiarity in the areas of finance and risk management to discharge the duties and responsibilities of the Committee.
The members of the Committee shall be appointed annually by the Board on the recommendation of the Governance, Environmental and Social Responsibility Committee (GESRC). One of the members of the Committee shall be designated by the Board to be the Chair.
The Committee shall meet as often as it determines, but no less frequently than three times a year. Meetings of the Committee may be held in person, by telephone, or Committee actions may be taken by the unanimous written by consent of the members of the Committee. A majority of the members of the Committee shall constitute a quorum, and a vote of the majority of the members of the full Committee shall be the act of the Committee.
Committee Authority and Responsibilities
The Committee shall have the authority to delegate its responsibilities to subcommittees (consisting of one or more of its members).
The Committee shall make regular reports to the Board. The Committee shall maintain minutes of its meetings and provide copies of the minutes to the Board. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the GESRC for recommendation to the Board for approval. The Committee shall annually review its own performance and report its findings to the GESRC.
The Committee, as necessary or appropriate, shall review the Company's:
- Actions and plans to help assure adequate liquidity.
- Dividend policy, and shall recommend to the Board the dividend on the Company's common shares.
- Financial goals and financing programs modifying the Company's capital structure. The Company's financing programs include the issuance and repurchase of common and preferred shares, long-term and short-term debt securities and the issuance of guarantees.
- Operating plans, financial budgets, forecasts and capital expenditures, including new business ventures and initiatives which may result in substantial expenditures, commitments and exposures.
- Reports of investment policies, funding and investment results of pension plans and related investments of the Company and its subsidiaries.
- Plans and recommendations regarding the extension of material direct credit or contingent financial guarantees to any related entity or third party.
- Enterprise Risk Management Program and in conjunction with other Committees of the Board practices to monitor and mitigate risk exposures, including risks related to information security and cybersecurity.
- Insurance coverages and trends.
Effective: December 10, 2019