CHARTER OF THE FINANCE COMMITTEE
I. Purpose
The Finance Committee (the "Committee") of the Board of Directors (the "Board") of CONSOL Energy Inc. (the "Company") is appointed by, and generally acts on behalf of, the Board. The Committee's purpose shall be to monitor, and to provide advice and counsel to the Board and the Company's management regarding, the Company's asset mix, potential mergers and acquisitions, capital structure and policies, financial position and policies, financing activities and dividend policies.
II. Membership
A.
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Number of Directors. The Committee shall be composed of at least three directors. At least three directors serving on the Committee must be independent.
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B.
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Term and Nomination of Chairperson and Resignation, Retirement or Removal of Member. The members of the Committee shall be nominated by the Nominating and Corporate Governance Committee and appointed by the Board for one-year terms. The Nominating and Corporate Governance Committee shall recommend, and the Board shall designate, one member of the Committee to serve as its Chairperson. The members of the Committee shall serve until their resignation, retirement or removal by the Board or until their successors shall be appointed. No member of the Committee shall be removed except by majority vote of the independent directors of the full Board then in office.
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III. Meetings and Procedures
A.
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Meetings. The Committee shall meet as often as it may deem necessary and appropriate in its judgment, but in no event less than three times per year. A majority of the members of the Committee shall constitute a quorum.
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B.
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Special Meetings. The Chairperson of the Committee or a majority of the members of the Committee may call a special meeting of the Committee.
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C.
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Attendance of Third Parties. The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting to provide such information as the Committee requests. It is the Committee's intent that all non-employee directors be entitled to attend and observe the Committee meeting.
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D.
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Procedures. The Committee shall fix its own rules of procedure, which shall be consistent with the Bylaws of the Company and this Charter.
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E.
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Minutes. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.
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F.
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Advisors. The Committee shall have the authority to obtain advice and assistance from internal and external legal, accounting and other advisors, and the Company shall provide appropriate funding for the Committee to retain any such advisors.
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G.
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Reporting to the Board. The Committee shall report to the Board on the matters discussed at each meeting of the Committee, including describing all actions taken by the Committee at the meeting.
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H.
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Delegation. The Committee may delegate authority to one or more members of the Committee or officers of the Company when appropriate, but no such delegation shall be permitted if the authority is required by a law, regulation, or listing standard to be exercised by the Committee as a whole.
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I.
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Executive Session. The Committee may meet in Executive Session without members of Management present if the Chairperson of the Committee or members of the Committee deem that it is appropriate.
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IV. Duties and Responsibilities
A.
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Risk Oversight. Oversee management's policies to manage and mitigate risks relating to the Company's short term and long term strategic and financial plans and report to Board, as deemed necessary or appropriate.
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B.
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Financial Plans. Review alternatives and make recommendations to the Board regarding the Company's short term and long term financial plans, budgets, capital structure and proposed dividend actions, including capital budgets, profit objectives, long term strategic plans, annual financing plans, annual dividend policy, actions on stock splits and repurchases, current and projected expenditure requirements and the issuance of debt and equity securities;
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C.
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Strategic Plans. (i) Review alternatives and make recommendations to the Board regarding strategic plans and transactions, including mergers, acquisitions, divestitures, joint ventures and other equity investments and (ii) establish criteria to conduct and conduct post-expenditure reviews relative to strategic transactions;
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D.
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Debt and Investments. Review and make recommendations to the Board regarding the Company's credit agreements and short term investment policies;
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E.
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Compliance with Debt Covenants. Oversee the Company's compliance with debt covenants.
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F.
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Committee Performance Evaluation. Annually review and assess the performance of the Committee and deliver a report to the Board setting forth the results of its evaluation;
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G.
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Charter Review. Review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for its approval; and
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H.
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Other Activities. Perform any other activities consistent with this Charter, the Company's Certificate of Incorporation, the Company's Bylaws, and governing law, as the Committee or the Board may deem necessary or appropriate.
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Effective: 12/13/11