As Revised January 29, 2014
The Finance Committee is authorized to review and approve the Company's global investment policy which applies to all equity and fixed income investments made by the Company and by its subsidiaries worldwide; review the Company's minority investments and fixed income assets; authorize the issuance of debt securities of the Company; oversee stock repurchase programs adopted by the Board of Directors; review the Company's currency, interest rate or equity risk management policies and programs; review and approve decisions made by the Company and its subsidiaries to enter into swaps; review the Company's insurance risk management policies and programs; review the Company's tax program; review the Company's capital structure and capital allocation strategy; and approve charitable contributions on behalf of the Company.
The Finance Committee is also authorized to approve the acquisition and leasing (through synthetic leases or otherwise) of real property by the Company, including approving the financing of the land and construction costs, in each case in an amount not to exceed $750 million per property.
The Finance Committee shall be comprised of not less than three directors. Each Finance Committee member shall be subject to annual reconfirmation and may be removed by the Board of Directors at any time.
In carrying out the purpose and authorities set forth in Section 1 above, the Finance Committee shall:
The Finance Committee shall convene periodically as necessary to act upon any matter within its jurisdiction. A majority of the total number of members of the Finance Committee shall constitute a quorum at all Finance Committee meetings. All meetings shall be held subject to and in accordance with Section 307 (including without limitation notice, quorum and votes/actions of the committee) and other applicable sections of the General Corporation Law of California. Minutes shall be kept of each meeting of the Finance Committee.
Michael D. Capellas
M. Michele Burns
Steven M. West
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