Finance Committee Clause Samples

Finance Committee. The Finance Committee shall be responsible for reviewing and recommending the Foundation’s budgets and reviewing the forecasts; advising and assisting the Foundation Board with investment management policy and activities as specified in the Investment Operations Manual; providing oversight of the Foundation’s expenditure of donated funds; and reporting its findings and conclusions to the Foundation Board.

Finance Committee. There shall be a Finance Committee consisting of at least two Directors or alternates, one of whom shall be the Treasurer, who shall serve as chairperson of such Committee. The committee shall advise the Treasurer and the Board as to the investments, budget, and general fiscal policy of the Corporation.

Finance Committee. The parties agree a new Finance Committee of the Board of Directors shall be created upon consummation of the transactions contemplated by the Stock Purchase Agreement. During the Standstill Period, the Finance Committee of the Board of Directors shall be comprised of three (3) members, consisting of the Company’s Chief Executive Officer, one (1) Designee, and one (1) Unaffiliated Director and the Chairperson of the Finance Committee shall be the Company’s Chief Executive Officer. The parties and their Designees agree to use commercially reasonable efforts to prepare a new Finance Committee charter for approval by the Board of Directors, such charter to be effective as of the closing of the transactions contemplated by the Stock Purchase Agreement.

Finance Committee. The Board shall establish a finance committee consisting of a smaller number of Directors. The primary purpose of the Finance Committee is to review and recommend to the Board: (1) A funding plan; (2) A fiscal year budget; (3) Financial policies and procedures to ensure equitable contributions by Parties; (4) Such other responsibilities as provided in the Operating Policies and Procedures, including but not limited to policies, rules and regulations governing investment of surplus funds, and selection and designation of financial institutions for deposit of Authority funds.

Finance Committee. In connection with the sharing of Net Profits contemplated under Section 8.02, within thirty (30) days after Genentech's notice of exercise of its right to continue the Clinical Development Program after the review under Section 4.05(c), the Parties will establish a joint finance committee (the "Finance Committee"), to be comprised of two (2) representatives appointed and replaced by each Party. Such representatives will include individuals with expertise and responsibilities in the areas of accounting, cost allocation, budgeting or financial reporting. The Finance Committee will meet as requested by either Party by notice to the other Party (but in any event not more frequently than quarterly), at such times and locations as are reasonably acceptable to the Parties. All decisions and recommendations of the Finance Committee shall require the agreement of a majority of the representatives of each Party to be effective. In the event the representatives of the two Parties cannot agree on a matter, a member of senior management of each party shall confer and resolve the dispute. For this purpose, a "member of senior management" shall be a management-level employee who has the authority to bind a Party. If the members of senior management do not resolve such dispute within 60 days of such objection, the Parties shall attempt to resolve such dispute in accordance with Sections 11.19 and 11.20. The Finance Committee shall address financial, budgeting and accounting issues which arise in connection with the sharing of Net Profits contemplated under Section 8.02 above (including, without limitation, review of the Parties' respective cost structures and generally accepted accounting principles and other practical aspects of implementation of the terms of this Agreement and the amount of Cost of Sales, Fully Burdened Manufacturing Cost, Sales, General and Administrative Expense, Launch Expenses and Phase IV Clinical Trial Expenses) and the proper allocation of such costs in determining Net Profits. The Finance Committee (if any) automatically will cease to operate upon the expiration of the term of this Agreement. 37 38 ARTICLE IX

Finance Committee. 1. The District and Association agree that good relations depend upon open communications about District finances. The Superintendent’s Finance Committee shall operate as an advisory committee to the Superintendent and shall make recommendations for consideration in developing the following information for the Board: ▇. ▇▇▇▇ scenarios b. Projected revenues and expenditures c. Options for balancing the budget d. Legislative updates related to finances e. Long term financial planning f. Other financial information requested by the Superintendent 2. The Superintendent’s Finance Committee shall meet two times per year as scheduled by the Business Manager, who may schedule additional meetings as needed. 3. Membership shall be as follows:

Finance Committee. The Finance Committee (FC) shall be comprised of six members. Two representatives shall be from the Board of Directors, one of whom shall serve as the Chair; two representatives from the Transmission Owning Member sector as nominated by the Corporate Governance Committee; and two representatives from the Transmission Using Member sector as nominated by the Corporate Governance Committee. The Board of Directors shall appoint the representatives of the FC. Each representative of the FC shall continue to be a representative thereof until the Board of Directors appoints his/her successor. Where a vacancy occurs the Corporate Governance Committee will fill the vacancy on an interim basis until the next meeting of the Board of Directors. The FC shall meet at least twice per calendar year, and additionally as needed, provided that a quorum, as defined in these Bylaws, is present. The FC shall report to the Board of Directors following each FC meeting with respect to its activities and with such recommendations, as the FC deems necessary. The responsibilities of the Finance Committee shall include assistance to the Board of Directors in fulfilling its responsibility to the Members, and investment community with respect to its oversight of: (a) The quality and integrity of SPP's financial statements; (b) SPP's compliance with financially-based legal and regulatory requirements; (c) The independent auditor's qualifications, selection, and independence; (d) The performance of SPP's internal audit function and independent auditors as relates to SAS70 Audit requirements; (e) The development and implementation of annual and long-term operating and capital budgets; (f) The management of risk; (g) Develop policies for management of debt financing and for long-term contracting; (h) Monitoring methodology for cost recovery to ensure continuing equity for Members; (i) Other duties and responsibilities detailed in the Finance Committee charter; and (j) Perform such other functions as the Board of Directors may delegate or direct. Effective Date: 8/5/2010 − Docket #: ER10−2145

Finance Committee. Not later than February 1 of each year, the entities specified below shall select the members of a Finance Committee. The Finance Committee shall be composed of one representative of the parties to the Reliability Assurance Agreement chosen by the parties to that agreement, one representative of the parties to the Transmission Owners Agreement chosen by the parties to that agreement, two representatives of the Members Committee chosen by the Members Committee and that are not representatives of an entity that is a party to the Transmission Owners Agreement or an Affiliate or Related Party of such an entity, one representative of the Office of the Interconnection selected by the President, and two Board Members selected by the PJM Board. The Members Committee shall endeavor to elect members of the Finance Committee that are broadly representative of the diversity of interests among the Members. The Office of the Interconnection shall prepare annual budgets in accordance with processes and procedures established by the PJM Board, and shall timely submit its budgets to the Finance Committee for review. The Finance Committee shall submit its analysis of and recommendations on the budgets to the PJM Board, with copies to the Members Committee. The Finance Committee shall also review and comment upon any additional or amended budgets prepared by the Office of the Interconnection at the request of the PJM Board or the Members Committee.

Finance Committee. The Finance Committee shall perform the following functions: (a) clarify questions and ambiguities arising from the use or application, as appropriate, in the relevant Territory of the accounting terms used in this Agreement, including without limitation, Fully Burdened Manufacturing Costs, Net Sales, Cost of Goods Sold, Development Costs, Distribution Costs, Marketing Costs, Sales Costs, General and Administrative Expense, Other Operating Income/Expense, Gross Profit and Operating Profit or Loss; (b) set up systems necessary to capture such costs and profits or losses (including, without limitation, developing the methodology to be used to determine Other Operating Income/Expense in accordance with the Financial Appendix); (c) establish parameters and mechanisms for management and financial reporting; Confidential treatment requested by ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Company, ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Biologics Company and ImClone Systems Incorporated. (d) assist in reviewing manufacturing and marketing options; (e) assist in developing and overseeing allocation of the Clinical Budget and the Marketing Budgets for each of the Clinical Development Plans and Marketing Plans, respectively, and reviewing the actual expenditure of such allocated funds to ensure consistency with such Clinical Development Plans and Marketing Plans; (f) have such other responsibilities as may be assigned by the JEC to the Finance Committee pursuant to this Agreement or as may be mutually agreed upon by the Parties from time to time.