AGL Resources Inc. Finance and Risk Management Committee Charter
|AGL RESOURCES INC.
FINANCE AND RISK MANAGEMENT COMMITTEE
Adopted April 29, 2014
The Finance and Risk Management Committee (the "Committee") of AGL Resources Inc., a Georgia corporation (the "Company"), is a committee of the Board of Directors of the Company. Its primary function is to assist the Board in fulfilling its oversight responsibilities by reviewing (i) the Company's balance sheet including leverage, liquidity, funding sources, and related matters; (ii) management's assessments, actions, processes and procedures concerning the Company's exposure to those risks identified in Section II below; and (iii) any other matters that the Board may delegate to the Committee from time to time.
The composition and responsibilities of the Committee are described in this
Finance and Risk Management Committee Charter.
In accordance with Article III of the Bylaws of the Company, the Board of Directors,
by resolution adopted by a majority of the whole Board of Directors, may designate
a Finance and Risk Management Committee. The Committee shall consist of four
(4) or more Directors.
The members of the Committee shall serve at the pleasure of the Board of Directors
or until their successors shall be duly designated. Vacancies in the Committee
shall be filled by the Board of Directors.
The Committee is to provide an open avenue of communication among the Board
of Directors, the Chief Financial Officer, and the Chief Risk Officer, and,
subject to approval by the entire Board of Directors, where appropriate, shall,
with the frequency it deems appropriate but at least annually:
- Review the Company's proposed capital budget for the next fiscal year and make a recommendation to the full Board on whether or not to approve the proposed capital budget.
- Review and provide oversight of capital projects, other than "major capital projects," on an ongoing basis, including any material changes therein and make a recommendation to the full Board on whether or not to approve such changes. For purposes of this numbered paragraph 2, "major capital projects" are projects with an estimated or actual capital expenditure exceeding $100 million. The review, approval and oversight of major capital projects will be the responsibility of the full Board. The Committee's oversight responsibility with respect to capital projects does not include acquisitions or divestitures of assets (whether by asset purchase, stock purchase, merger or otherwise), which remain the responsibility of the full Board.
- Review management's assessment of the Company's capital structure, including
its debt capacity and liquidity.
- Review procedures established by management to monitor debt-related covenant
compliance and discuss with management any effect of covenants on the Company's
- Review all major financing and liquidity initiatives proposed by management.
- Review with management significant Rating Agency communications and potential
issues/concerns relative to the Company's debt ratings.
- Review the performance of our asset management and optimization businesses
and our retail gas marketing businesses.
- Review with management the steps taken by management to ensure compliance
with the Company's risk management policies and procedures relating to interest
rate risk, currency risk, credit risk, commodity risk, weather risks and
derivatives related to any of the foregoing.
- Review steps taken by management to establish and monitor trading and risk
management systems and controls at the Company's asset management and optimization
businesses and to ensure compliance at such businesses with risk management
policies and procedures applicable to such businesses. Review management's
assessment of controls and procedures associated with such businesses' management
of transactions with affiliates and any reporting obligations to state or
federal regulatory authorities.
- Review with management management's assessments, actions, processes and
procedures with respect to certain risks, as identified from time to time
by the Committee or by the Audit Committee.
- Review, for informational purposes only, reports from the Investment and
Administrative Committees that have responsibility for the Company's employee
benefit plans on the following topics: employee benefit plan investment policies,
funding requirements, investment objectives, investment performance, and such
other topics, if any, as the Committee deems appropriate. The Committee shall
not undertake any duty or duties with respect to such matters and all such
duties shall continue to reside with the Investment and Administrative Committees.
- Review the Finance and Risk Management Committee's Charter and update as
The Committee shall meet at least four times per year, and may meet more frequently
as circumstances require. The Committee may ask members of management or others
to attend its meetings and to provide pertinent information as necessary.
The Committee shall keep written minutes of each meeting, which shall set forth
the Committee's actions as required by the Committee Charter, and shall be duly
filed in the Company's records. Reports of meetings of the Committee, including
a report of all actions taken, shall be made to the Board of Directors at its
next regularly scheduled meeting following the Committee meeting, accompanied
by any recommendations to the Board of Directors approved by the Committee.
|Thomas D. Bell |
|Charles R. Crisp|
|Andrew W. Evans|
|Arthur E. Johnson|
|Bettina M. Whyte |
|Armando J. Olivera|
|Henry C. Wolf |