Financial Policy Committee Charter

Financial Policy Charter

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PURPOSE

The purpose of the Financial Policy Committee (the "Committee") is to assist the Board of Directors (the "Board") in overseeing the Company's financial risks, with particular emphasis on the Company's financial position, its capital structure, its dividend policy and its capital expenditure program.

COMPOSITION

Membership. The Board shall annually appoint a Financial Policy Committee comprised of at least three independent Directors. One of the members of the Committee shall be appointed as Chairman by the Board.

Removal. Committee members may be removed and replaced by the Board.

AUTHORITY, OPERATIONS AND PROCEDURES

Authority. The Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Committee shall have the authority to retain special legal, accounting or other consultants to advise the Committee.

Operations & Procedures.

  1. The Committee shall hold no less than four regular meetings each calendar year. In addition to the Committee members, the appropriate representatives of financial and other staff departments as well as operating management of the Company will be invited to attend.
  2. The Secretary of the Committee shall prepare minutes of each Committee meeting, which minutes will be distributed to members of the Committee. The Chairman of the Committee shall report to the Board on its activities, as appropriate.
  3. The Committee shall review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

RESPONSIBILITIES

  1. The Committee shall review the Company's financial affairs with senior management, and in this context:
    1. Will review the financial implications of the Company's Medium Range Plan at least annually with particular emphasis on the Company's financial position, its capital structure, its dividend policy, its share repurchase policy, and its capital expenditure program.
    2. Will review on an annual basis the investment performance of the Company's retirement and profit sharing funds.
  2. The Committee will review management's proposals and recommend to the Board:
    1. Proposed share repurchase programs
    2. Specific financial transactions such as the method of obtaining financing for the Company's growth as well as the financing of major acquisitions or capital investments.
    3. Proposed major acquisitions or divestitures in accordance with the S&P Global Policy regarding Approvals Requiring Board Authorization.
    4. Proposed major capital expenditures in accordance with S&P Global Policy regarding Approvals Requiring Board Authorization.
    5. Post-completion performance of acquisitions and major capital expenditures.
  3. The Committee will review management's proposals regarding the following matters, and will either make recommendations to the Board regarding such matters, or approve such matters and thereafter report such approval to the Board:
    1. Payment (or non-payment) of dividends on the Company's common and preferred stock at the same annual rate generally established by the Board in January of each year.

April 26, 2017

COMMITTEE MEMBERS

Chairperson Richard E. Thornburgh
Committee Member Marco Alverà
Committee Member Charles E. Haldeman, Jr.
Committee Member Rebecca Jacoby
Committee Member Maria R. Morris
Committee Member Sir Michael Rake

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