Investors

show all hide all

Purpose

The Finance Committee is appointed by the Board of Directors to assist the Board in overseeing the Company's financial resources and strategies. The Committee will also oversee the issuance of equity and debt securities, and investments of the Company and its subsidiaries.

Committee Membership

The Finance Committee shall consist of no fewer than 5 members. The Committee members and Chair will be appointed by the Board and may be removed by the Board in its discretion. The majority of the members of the Committee shall qualify as "independent" as defined under the listing standards of the New York Stock Exchange. The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate, provided the subcommittees are composed entirely of independent directors.

Meetings

The Finance Committee shall meet as often as its members determine, but in no event less than two times per year.

Committee Authority and Responsibilities

The Committee will:

1. Review and evaluate the Company's capital structure, long and short-term debt levels, dividend policy, and financial policies;


2. Review the Company's investment strategy, including the structure and investments of the master limited partnership;


3. Review and evaluate management's plans to manage financial risk, including risk assessment and risk management policies;


4. Review annual financial plans, forecasts and measures;


5. Review operations and maintenance budgets and capital budgets and recommend approval to the Board of Directors;


6. Review the Company's pension fund investment policies and funding policies for other postretirement benefit obligations;


7. Review the Company's corporate insurance coverage;


8. Review and approve the Risk Management Committee Charter;


9. Review periodically the Corporation's hedging policies and results including hedges with respect to transactions, investments and commodities; conduct or authorize studies, reviews and/or inquiries into any matters within the scope of the Committee's responsibilities;


10. Retain and approve the fees and other retention terms of, finance, legal and other advisors, as it deems necessary for the fulfillment of its responsibilities;


11. Review and evaluate the succession plan for the finance staff;


12. Review and reassess the adequacy of the Charter annually and recommend any proposed changes to the Board for approval;


13. Review annually the Committee's own performance;


14. Report Committee actions to the Board of Directors with such recommendations, as the Committee may deem appropriate;

 

Committee Members

Richard L. Thompson
Richard A. Abdoo
Michael E. Jesanis
Deborah S. Parker
Dennis E. Foster
Marty R. Kittrell
W. Lee Nutter