FINANCE COMMITTEE CHARTER
The Board of Directors (the “Board”) has established a Finance Committee (the “Committee”) for the purpose of overseeing all areas of corporate finance for Fossil, Inc. and its subsidiaries (the “Company”), including:
- capital structure;
- equity and debt financings;
- capital expenditures;
- cash management;
- banking activities and relationships;
- foreign exchange activities; and
- share repurchase activities.
The Committee shall be appointed by the Board and shall be comprised of at least two members, consisting entirely of independent directors of the Board (as determined by the Board). The Board shall either designate one member of the Committee as chairperson or delegate the authority to designate a chairperson to the Committee. Members of the Committee shall be appointed by the Board upon the recommendation of the Nominating and Corporate Governance Committee and may be removed by the Board in its discretion. The independence of the Committee members shall be determined pursuant to the rules and regulations set by the Securities and Exchange Commission (the “SEC”) and the requirements of the National Association of Securities Dealers.
The Committee shall be responsible for reviewing with Company management, and (except as specifically noted herein) shall have the power and authority to approve on behalf of the Board, any and all strategies, plans, policies and actions related to corporate finance, including the following:
- Capital structure plans and strategies and specific equity or debt financings;
- Capital expenditure plans and strategies and specific capital projects;
- Strategic and financial investment plans and strategies and specific investments;
- Mergers, acquisitions and divestitures;
- Cash management plans and strategies and all activities relating to cash accounts and cash investments portfolio, including the establishment and maintenance of bank, investment and brokerage accounts; and
- Plans and strategies for managing foreign currency exchange exposure and other exposures to economic risks.
- Annual and multi-year operating plans
Notwithstanding the foregoing, the approval of the following matters is specifically reserved to the full Board: (a) issuances of equity; (b) debt financings involving more than $10 million; (c) specific capital expenditure projects involving more than $10 million; and (d) merger, acquisition and divestiture activities involving companies, businesses or assets valued at more than $10 million. In addition, notwithstanding the power and authority of the Committee to act on behalf of the Board with respect to other matters, the Committee, in its discretion, may submit any such matter, along with its recommendation with respect thereto, to the full Board for consideration and approval.
Resources and Authority
The Committee shall have the resources and authority to discharge its responsibilities, including the authority, to the extent it deems necessary or appropriate, to retain independent financial, legal or other advisors. The Company shall provide funding, as determined by the Committee, for payment of compensation to any independent advisors or administrative support employed by the Committee.
Any action duly and validly taken by the Committee pursuant to the power and authority conferred under this Charter shall for all purposes constitute an action duly and validly taken by the Board and may be certified as such by the Secretary or other authorized officer of the Company.
Meetings and Reports
The Committee shall meet as often as it determines, but no less than four times each year, either in person or telephonically, and at such times and places as the Committee shall determine. A majority of the members of the Committee present in person or by telephone shall constitute a quorum. The Committee shall maintain written minutes of its meetings, which will be filed with the minutes of the Board. At each regularly scheduled meeting of the Board, the Chair of the Committee shall provide the Board with a report of the Committee’s activities and proceedings.