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Finance Committee Charter

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PURPOSE

The purpose of the Finance 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 capital philosophy, treasury matters, major expenditures, key strategic decisions, and financial risk management.

COMPOSITION

Membership. The Board shall annually appoint a Finance 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. A majority of the Committee shall constitute a quorum for the transaction of business, and an act of a majority of those present at any meeting at which there is a quorum shall be an act of the Committee.
  3. 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.
  4. The Committee shall review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

RESPONSIBILITIES

  1. Capital Philosophy
    1. The Committee shall review the Company's financial affairs with senior management, and in this context:
      1. Will periodically review the Company’s capital allocation philosophy.
      2. 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.
      3. Will review the Company’s performance against approved budgets, long-term trends & industry benchmarks.
    2. 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. Share issuance.
      2. 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.
      3. Proposed share repurchase programs.

  2. Treasury Matters
    1. The Committee will, at least annually, review the Company’s policies regarding proposed usage of the end-user exception from the mandatory clearing and exchange trading requirements for certain swaps under the Dodd-Frank Wall Street Reform Act.
    2. 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: the Company’s financing arrangements, including loans and capital markets transactions.
    3. The Committee will review and approve the Company’s:
      1. Hedging strategies for currency.
      2. Cash management and liquidity position.
      3. Banking resolutions and authority.
    4. The Committee will review the Company’s credit rating with senior management.

  3. Major Expenditures and Key Strategic Decisions

    The Committee will review management's proposals and will either make recommendations to the Board regarding such matters, or approve such matters and thereafter report such approval to the Board:

    1. Proposed major acquisitions or divestitures in accordance with the S&P Global Policy regarding Approvals Requiring Board Authorization.
    2. Proposed joint ventures and strategic alliances.
    3. Proposed major capital expenditures in accordance with S&P Global Policy regarding Approvals Requiring Board Authorization.
    4. Proposed technology and innovation strategies and associated budgets.
    5. Significant investments in support of the Company’s technology and innovation strategies.
    6. Entry or exit from business lines.
    7. Equity and venture investment strategies and policies.
    8. Post-completion performance of acquisitions, major capital expenditures, and technology strategies.
    9. 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.
    10. Payment and approval thresholds for cash commitments and changes to the S&P Global Policy regarding Approvals Requiring Board Authorization.

  4. Risk Management
    1. The Committee will review on an annual basis the investment performance of the Company's retirement and profit sharing funds.
    2. The Committee will periodically review the adequacy of the Company’s insurance and self-insurance programs.

June 25, 2019

COMMITTEE MEMBERS

Chairperson Richard E. Thornburgh
Committee Member Marco Alverà
Committee Member William J. Amelio
Committee Member Charles E. Haldeman, Jr.
Committee Member Rebecca Jacoby
Committee Member Maria R. Morris

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