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The purpose of the Finance 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 Finance Committee shall 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 shall 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 or until their retirement, resignation, death or removal by the Board. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.
On behalf of the Board, the Finance Committee shall, among its functions, have the following duties and responsibilities:
The Committee shall meet at least three times per year, either in person or telephonically, and at such times and places as the Committee shall determine. The Committee may request any 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 shall report regularly on its activities to the Board.
The Committee shall have the resources and 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 shall have sole authority to retain and terminate any such counsel or advisor, including sole authority to approve its fees and other retention terms.