Finance & Pension Committee
Finance & Pension Committee
The Finance & Pension Committee assists the Board in its oversight of (a) Praxair’s financial position and financing activities, (b) Praxair’s financial risk management policies and activities, and (c) the ERISA-qualified, funded plans sponsored by Praxair. In furtherance of these responsibilities, the Finance & Pension Committee, among other duties,
(1) monitors Praxair's financial condition and its requirements for financing, and reviews, and recommends to the Board, the amounts, timing, types and terms of public stock issues and public and private debt issues;
(2) reviews Praxair's foreign exchange and interest rate exposures, the results of its foreign exchange hedging activities, and Praxair's practices for managing insurable risks;
(3) reviews Praxair's policies on dividends and stock repurchases; and
(4) reviews the investment performance, administration and funded status of Praxair's funded benefit plans and appoints administration and investment committees to act as fiduciaries of such plans.
Finance & Pension Committee Charter
The Finance and Pension Committee shall have responsibility for advice and counsel to management regarding oversight of the Corporation's financial position and policies, financing activities, financial risk management policies and activities, and the ERISA-qualified, funded plans sponsored by the Corporation. In discharging these responsibilities, the Committee shall:
General financial oversight:
Periodically review and evaluate the Corporation's capital structure, its financial position, balance sheet and cash flow, providing advice and counsel to management;
- Monitor the Corporation's debt portfolio, credit facilities, requirements for financing, and compliance with any financial covenants to which it is subject;
- Review, approve, and recommend to the Board, the amounts, timing, types and terms of all equity and equity-related issues, both public and private, and all public debt offerings;
- Review and authorize private placement debt and credit facilities to the extent they are not within management's authority according to the Board's approved Schedule of Limits of the CEO's Authority;
- Review and monitor the Corporation's creditworthiness, including the debt ratings issued to the Corporation's debt securities by the rating agencies;
- Evaluate the appropriateness of the Corporation's dividend policy and, at least annually, recommend to the Board a dividend schedule and payout;
- Periodically review the Corporation's stock repurchase activities and plans and recommend to the Board any stock repurchase programs deemed necessary or desirable by the Committee;
- Review and authorize financing and other intercompany transactions by and between subsidiaries and other affiliated companies to the extent they are not within management's authority according to the Board's approved Schedule of Limits of the CEO's Authority;
- Periodically review off-balance sheet transactions and liabilities and any special purpose entities with which the Corporation is affiliated, directly or indirectly.
- Review and evaluate periodically the Corporation's foreign exchange, interest rate, and commodity exposures and the results of the Corporation's foreign exchange, interest rate, commodity and derivatives hedging programs;
- Review and approve periodically the Corporation's decision to enter into swaps and other derivative transactions that are exempt from exchange-execution and clearance under the Dodd-Frank "end user exception" regulations;
- Periodically review the Corporation's activities and policy for investment of excess cash;
- Review periodically the Corporation's practices for managing insurable risks including levels and costs of purchased insurance, including Directors' and Officers' Liability Insurance;
- The Committee shall appoint individuals or administration and investment committees to (a) act as fiduciaries and/or administrators of the Funded Plans sponsored by the Corporation, and (b) have authority to appoint and terminate trustees and investment managers, select investment options, establish funding policy, interpret and amend the plan, and such other responsibilities as the Committee may determine;
- Review at least annually the actuarial assumptions adopted with respect to, and funding status of, the Corporation's defined benefit retirement programs funds, and their impact on the Corporation's financial statements;
- Review at least annually the investment performance of the Funded Plans' assets and the administration of the Funded Plans;
- Perform other functions, within the scope of the foregoing, which the Committee deems appropriate to undertake from time to time; and
- Conduct an evaluation of the Committee's performance and charter at least annually, and recommend to the Board such Committee Charter changes as the Committee deems appropriate.
Financial risk management
ERISA-qualified, funded benefit plans ("Funded Plans")
The Committee shall have the sole authority to retain finance, legal and other advisors, as it deems necessary for the fulfillment of its responsibilities.
The Committee shall have the authority to designate, and delegate duties to, such standing and ad-hoc sub-committees as it deems necessary or desirable.
A majority of the members of the Committee shall constitute a quorum for the transaction of business, subject to the provisions of Article II, Section 6 of the Corporation's by-laws regarding the appointment of a substitute director to act in the place of any absent or disqualified Committee member.
The vote of a majority of the members and substitute members present at any meeting at which a quorum is present shall be the act of the Committee.
The Committee Chairman shall have the authority to call a special meeting of the Committee whenever s/he deems such meeting necessary or desirable.
The Chairman shall regularly make a report to the Board regarding the Committee's activities.