|Finance Committee Charter
The Finance Committee (the “Committee”) is appointed by the Board of Directors of The Toro Company (the “Company”) to perform the duties and responsibilities set forth in this Charter.
The Committee shall consist of no fewer than three members. The members of the Committee shall be appointed and replaced by the Board, on the recommendation of the Nominating & Governance Committee. The Board shall designate one of the members of the Committee as Chair.
Committee Authority and Responsibilities
- The Committee shall periodically review the capital structure of the Company and its related policies and long-range objectives.
- The Committee shall review tax strategies and restructuring projects as developed by Management.
- The Committee shall review the financing requirements of the Company and evaluate Management's proposals, short and long-term, to support such financing requirements and recommend, as appropriate, specific financing arrangements, such as credit arrangements and long-term debt issuances, to the Board of Directors.
- The Committee shall review, and recommend to the Board, the Company’s cash dividend policy, annual cash dividend level and any other special dividend (including, but not limited to, any additional cash dividend, stock dividend, stock split, spin off or other cash or stock dividend).
- The Committee shall evaluate the financial impact of proposed acquisition and divestiture transactions expected to have significant financial implications for the Company, including such factors as the impact on earnings, financing sources, debt capacity, capital structure, cash flows and related matters, and recommend to the Board of Directors with regard to the financial aspects of such acquisitions and divestitures in the amount of $5,000,000 or more.
- The Committee shall review the proposed annual capital budget and capital expenditures in the amount of $10,000,000 or more.
- The Committee shall evaluate the post-acquisition financial integration and return on investment for acquisitions in the amount of $5,000,000 or more, and report to the Board the financial implications of such acquisitions.
- The Committee shall review annually the Company's D & O and liability insurance coverage.
- The Committee shall review areas of responsibility delegated to the Management Investment Committee, including annual review of the Management Investment Committee Charter, financial performance of benefit plan assets, and the performance of the Management Investment Committee in the discharge of its duties.
- The Committee shall make recommendations to the Board concerning appointments to the Management Investment Committee.
- The Committee shall monitor the Company's investor relations program.
- The Committee may form and delegate authority to subcommittees when appropriate.
- Following each meeting, the Committee shall make a report to the Board, including all items which require Board approval.
- The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance.
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