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Strategy and Finance Committee Charter

  1. Purpose

    The overarching purpose of the Strategy and Finance Committee is to oversee all areas of strategy and corporate finance to assure the Company maintains adequate financial liquidity and appropriate credit ratings and to assure the Company's strategic initiatives are consistent with the Company's financial and strategic plans. The Strategy and Finance Committee shall assist the Board of Directors in fulfilling its responsibilities in connection with the strategic and financial affairs of the Company and exercise the power and authority of the Board of Directors, as the Board of Directors shall delegate to the Committee. The Board of Directors, however, retains the ultimate power and authority with respect to strategic direction and major strategic and financial decisions.

  2. Duties and Responsibilities:
    1. Receive Periodic Updates on Global Macroeconomic Issues
    2. Review the Company's:
      1. Strategic Plans
      2. Operations Excellence including footprint rationalization, global sourcing and lean productivity initiatives
      3. Operating Plan
      4. Capital Structure including stock repurchases, debt offerings and financings and dividends
      5. Rating Agencies Review
      6. Capital Allocation including capital expenditures and research and development
      7. Corporate Guarantees
      8. Acquisition Integration
      9. Pension Plan Performance, Style and Asset Allocation and ERISA compliance
      10. Tax Compliance, Tax Planning and related matters
      11. Commodity hedge transactions and strategies as needed
      12. Investor Relations matters as needed
      13. Risk assessment with respect to financial liquidity and financing
      14. Strategic Issues as Needed
    3. Review and recommend for approval significant business acquisitions and divestitures, and consider other related matters. Review and recommend for approval investments in new businesses, joint ventures and partnerships. Delegation of authority for approval of significant business acquisitions and divestitures, joint ventures, partnerships and related matters shall be as follows:
      1. The Chairman, President and Chief Executive Officer shall have approval authority for individual non-budgeted commitments under $25 million.
      2. The Strategy and Finance Committee shall have authority to approve individual non-budgeted commitments of the Company between $25 million and $50 million, and may approve, if the Board of Directors has given approval resolutions, for any other commitments.
      3. Acquisitions, divestitures and other significant joint ventures or partnerships over $50 million require approval of the full Board of Directors.

      Any action duly and validly taken by the Chairman, President and Chief Executive Officer or this Committee pursuant to the power and authority provided by the Charter shall for all purposes constitute an action duly and validly taken by the Board of Directors and may be certified as such by the Secretary or other authorized officer of the Company. The Board of Directors shall be informed of any such action.

    4. Review the Company's Dividend Policies and make recommendations to the full Board of Directors.
    5. Review and assess the Committee's performance on an annual basis.
    6. Review and approve its Charter at least annually and make recommendations to the Board of Directors for approval and adoption of the Charter, including any additions, deletions or modifications, as may be deemed appropriate
  3. Membership and Organization
    1. The Committee shall be comprised of no fewer than three members, including the Chairperson. All members of the Strategy and Finance Committee shall be composed entirely of independent directors, as defined in the Board of Directors's Corporate Governance Principles. A majority of the members of the Committee shall constitute a quorum.
    2. The members of the Strategy and Finance Committee shall be designated by the Board of Directors annually and shall serve until such member's successor is duly designated or until such member's earlier resignation or removal. Each member of the Committee shall meet the definition of independence under the New York Stock Exchange listing standards and the Board of Directors's Corporate Governance Principles. Any member of the Strategy and Finance Committee may be removed from the Committee, with or without cause, by a majority vote of the Board of Directors.
    3. The Chairperson of the Committee shall be designated by the Board of Directors. The Secretary of the Company shall be the Secretary of the Strategy and Finance Committee unless the Committee designates otherwise. The Committee shall report regularly to the full Board of Directors.
    4. The Chairperson of the Committee shall be responsible for scheduling all meetings of the Committee and providing the Committee with a written agenda for each meeting, with the assistance of the Secretary of the Company. The Chairperson of the Committee shall preside at meetings of the Committee.
    5. The Committee shall meet as often as may be deemed necessary or appropriate. The Committee may ask members of management or others to attend meetings or to provide relevant information. The Committee shall periodically meet in executive session absent management.
    6. The Committee may delegate authority to act upon specific matters, within determined parameters, to a subcommittee consistent with the delegation of such powers to the Committee by the Board of Directors.
    7. The Chairperson of the Strategy and Finance Committee shall not serve in that capacity for longer than a four-year term.
  4. Outside Advisors

    The Committee shall have the authority to engage independent counsel or any other advisors, as the Committee determines necessary to carry out its duties and shall receive appropriate funding, as determined by the Committee, for payment of compensation to any such advisors.

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