Purpose of Committee
The purpose of the Finance Committee (the “Committee”) of the Board of Directors (the “Board”) of Pitney Bowes Inc. (the “Company”) is to assist the Board in (a) the oversight of the financial condition of the Company, (b) review of significant financial policies and activities (including share repurchases and consideration of dividend declarations), (c) review of major financial transactions relating to the Company, including mergers, acquisitions, and dispositions, and (d) oversight of the Company’s major retirement programs and savings plans.
Committee Structure and Operations
The Committee shall be composed of a minimum of three directors, with all members of the Committee to be independent, according to independence standards established by the Board, consistent with applicable statutes, regulations, and listing standards of The New York Stock Exchange. The Board shall appoint members of the Committee annually, including a Director to serve as Committee Chair, after consideration of nominations by the Governance Committee.
As permitted by the Company’s Amended and Restated By-Laws, in the absence or disqualification of a member of the Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another independent Director to act as a member of the Committee at the meeting in place of any such absent or disqualified member.
The Committee shall meet at least three times per year, with additional meetings as deemed necessary or desirable by the Committee or the Committee Chair. A majority of the members of the Committee shall constitute a quorum for action.
Committee Duties and Responsibilities
The following are the duties and responsibilities of the Committee:
- Monitor the Company’s current and projected financial condition, financial policies and financing plans. In this regard, the Committee will review and provide a recommendation to the Board concerning approval of the Company’s aggregate financing and guarantee authorisations (other than inter-Company transactions) on an annual basis.
- Review annually the Company’s cash flow and financial plans, including the operating and capital budgets.
- Advise management on material transactions that give rise to the exposure, purchase or sale of foreign currencies, such as foreign investments.
- Review, and approve where appropriate, management’s proposals concerning the Company’s share repurchase program.
- Review and provide a recommendation to the Board concerning the approval of any financing transaction involving the issuance of equity, or debt instruments which are convertible to equity, by Pitney Bowes Inc.
- Monitor and advise on the long-term investments of surplus funds.
- Monitor capital asset expenditures and new product development programs that are greater than $10 million. Review and provide a recommendation to the Board concerning all capital expenditures that are greater than $50 million.
- Review management’s proposals and make recommendations to the Board on dividend actions.
- Review management’s proposals and make recommendations concerning acquisitions or dispositions which have a transaction value of greater than $50 million.
- Review and recommend to the Board the establishment by the Company of direct operations in new countries in accordance with guidelines set by the Board.
- Review management proposals and provide a recommendation to the Board concerning the approval of (a) any adoption or termination of Company retirement plans and post-retirement benefit plans which have, or are projected in the near term to have, assets or benefit liabilities in excess of $50 million (“Plans”) and (b) amendments to any Plans that would increase or decrease such Plan’s cost, liabilities or benefits by an amount exceeding $50 million.
- Review and report periodically to the Board on the financial operations and performance for all Plans.
- Review and approve the asset allocation strategy for the Plans related to U.S. operations.
- Monitor the actions of management’s Trust Investment Committee, whose fiduciary responsibilities with respect to all Plans include (a) development of investment policies, (b) design and implementation of investment programs, (c) establishment of fund investment objectives and monitoring the performance of investment managers and (d) appointment and removal of investment management managers, consultants, actuaries, custodians, trustees and other major vendors.
- Monitor the financial impact of actions by management’s Employee Benefits Committee, whose responsibilities include (a) administering the Plans, including the review and resolution of participant claims and disputes, (b) the exercise of discretionary authority to interpret Plan provisions, (c) the resolution of ambiguities, inconsistencies or omissions in the Plans, (d) retention of a financial advisory firm, (e) administrative and recordkeeping services and (f) the adoption of certain Plan amendments.
- Monitor the actions of management’s Investment Committee, whose responsibilities include the review and approval of all transactions (a) involving the extension of credit and financing programs and (b) which require unique or special financial disclosure. Approval by the Committee is needed for any transaction involving a gain, loss or commitment greater than $50 million.
- Review and provide a recommendation to the Board concerning the approval of the following transactions when the amount of the expenditure or disposition exceeds the guidelines set by the Board: (a) capital commitments, major capital asset expenditures, capital purchases, leases and asset transfers (other than intercompany transactions), (b) facility leases of other than field sales and service offices, (c) new product development programs, and (d) investments in and acquisitions or divestures of subsidiaries.
- Review periodically the Company’s financial risk management programs, which include insurance coverages, foreign exchange and interest rates.
- Review management’s proposals and provide a recommendation to the Board concerning authorisations of a financial nature that are needed for legal, tax or government related transactions or approvals.
- At least annually, review and approve on behalf of the Company and its eligible subsidiaries, the Company’s decision to enter into swaps and other derivative transactions that are exempt from exchange-execution and clearing under “end-user exception” regulations established by the Commodity Futures Trading Commission, and review and discuss with management applicable Company policies governing the Company’s use of swaps subject to the end-user exception.
The Committee shall oversee the mitigation by the Company of such Enterprise Risks as may be assigned to the Committee by the Governance Committee of the Board of Directors from among the Enterprise Risks identified by the Company’s Risk Steering Committee and reported as an Enterprise Risk to the Audit Committee of the Board of Directors.
The Committee shall produce the following reports and provide them to the Board:
- An annual performance evaluation of the Committee. The performance evaluation may also identify for implementation any improvements to this charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the Committee Chair or any other member of the Committee designated by the Committee to make this report.
- A summary of the actions taken at each Committee meeting, which shall be presented by the Committee Chair at the next Board meeting.
Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities. Should the Committee determine that retention of special counsel or other experts or consultants is advisable, the Committee Chair shall provide advance notice to the Governance Committee.