The Finance Committee (the "Committee") is established by the Board of Directors of the Company to: (i) provide advice and assistance to the Company, including as requested by the Board from time to time, and (ii) when it is in the interests of the Company to do so, to take formal action pursuant to the authority delegated to it from time to time by the Board, in connection with a range of financial and related matters. Areas of the Committee's focus may include, among others, acquisitions, banking activities and relationships, capital allocation initiatives, capital structure, cash management, equity and debt financings, investments and share repurchase activities.
The Committee shall consist of such number of directors as may be determined by the Board from time to time. The Governance and Directors Nominating Committee shall recommend nominees for appointment to the Committee annually at the organizational meeting of the Board following the Annual Meeting of Shareholders, and as vacancies or newly created positions occur. Committee members shall be appointed by the Board and may be removed, with or without cause, by the Board at any time. The Governance and Directors Nominating Committee shall recommend to the Board and the Board shall designate the Chair of the Committee.
In addition to the matters set forth under "Purpose" above, the Committee shall have such other responsibilities as may be assigned or delegated to it from time to time by the Board.
The Committee shall report to the Board as requested by the Board from time to time. Any such report shall include a review of any matters requested to be included by the Board.
The Committee shall periodically review and assess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
The Committee shall meet as often as it determines is appropriate. The Chair of the Committee, in consultation with the other Committee members, the Board and Company management, as appropriate, shall determine when to meet and shall set meeting agendas.
The Board or the Committee may delegate the Board's or the Committee's authority to subcommittees of the Committee, the Chair of the Committee or members of Company management when it deems appropriate and in the best interests of the Company.