Strategic Affairs Charter
1.0 Membership. The Strategic Affairs Committee (the “SA Committee”) shall consist of three (3) or more directors. The members of the SA Committee shall be elected by and serve at the pleasure of the Board of Directors. The Board of Directors shall designate a chairman from among the membership of the SA Committee. Upon recommendation by the Nominating and Corporate Governance Committee, the Board of Directors may remove any member of the SA Committee at any time. Vacancies on the SA Committee shall be filled by the Board of Directors.
2.0 Purpose. The purpose of the SA Committee shall be to assist the Board of Directors in fulfilling its oversight responsibilities relating to long-term strategy for the Corporation, risks and opportunities to the strategy, and strategic decisions regarding the portfolio of business and investments.
3.0 Responsibilities. In order to achieve the purpose outlined in the charter, the SA Committee shall:
3.1 review and recommend to the Board of Directors management’s long-term strategy for the Corporation and review risks and opportunities to the strategy as identified by the Corporation’s Enterprise Risk Management processes;
3.2 review and recommend to the Board of Directors certain significant strategic decisions regarding exit from existing lines of business and entry into new lines of business, acquisitions, joint ventures, investments or dispositions of businesses and assets, and the financing of related transactions; and
3.3 the SA Committee shall annually conduct an evaluation of its performance.
4.0 Authorities. In furtherance of its responsibilities, the SA Committee shall possess the following authorities:
4.1 Subcommittees. The SA Committee may delegate its authority to subcommittees (which may consist of one or more members of the SA Committee) when it deems appropriate and in the best interest of the Corporation.
4.2 Delegated Authority. The SA Committee shall perform such other functions and exercise such other powers as may be delegated to it from time to time by the Board of Directors.
4.3 Reports to Board of Directors. The SA Committee shall report to the Board of Directors following each meeting of the SA Committee.
4.4 Committee Charter. The SA Committee shall review and recommend to the Board of Directors the adequacy of its charter and proposed changes from time to time as needed.
5.0 Procedures. The SA Committee shall hold at least three meetings per year and shall meet with management and separately in executive session without management.
6.0 Limitations Inherent in the SA Committee’s Role. The SA Committee shall, except when such powers are by statute, the Charter or the Bylaws either reserved to the Board of Directors or delegated to another committee of the Board of Directors, possess all of the powers of the Board of Directors in the management of the strategic affairs of the Corporation. All action by the SA Committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to revision and alteration by the Board of Directors.
- Nolan D. Archibald – Chairman
- David B. Burritt
- James O. Ellis, Jr.
- James M. Loy
- Joseph W. Ralston