Finance Committee Charter
BEAZER HOMES USA, INC.
Finance COMMITTEE CHARTER
LAST REVISED FEBRUARY 3, 2011
This charter (“Charter”) of the Finance Committee (the “Committee”) was adopted by the Board of Directors (the “Board”) of Beazer Homes USA, Inc. (the “Company”).
The purpose of the Committee is to advise and assist the Board in overseeing the Company’s corporate finance matters.
A. Oversight of Corporate Finance Matters. The Committee shall have the responsibility of advising and assisting the Board in overseeing the Company’s corporate finance matters and to the full extent allowed by the law, shall have the power and authority to approve on behalf of the Board and/or as delegated by the Board, any and all strategies, plans, and policies in each case related to corporate finance and capital structure, to the extent such power and authority is not otherwise limited or qualified by the Board by resolution or otherwise.
B. Other Duties. The Committee shall carry out such other duties as may be delegated to it by the Board from time-to-time. Notwithstanding the power and authority of the Committee to act on behalf of the Board, with respect to such 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.
C. Annual Performance Review. The Committee shall submit to an annual performance review by the Nominating/Corporate Governance Committee.
D.Reporting. The Committee shall make a report to the full Board on activities and actions taken on a periodic basis, but no less than annually.
A. The members of the Committee and the Chair of the Committee shall be elected by the Board upon the recommendation and advice of the Nominating/Corporate Governance Committee at the annual organizational meeting of the Board following the annual meeting of the Company’s shareholders. They shall serve until their successors shall be duly elected and qualified, or their earlier resignation or removal. If the Board fails to designate a Chair, the members of the Committee shall designate a Chair by a majority vote of the full Committee membership.
B. A Committee member shall be immediately removed from the Committee without further action of the Board if the member ceases to be a director of the Company.
C. Committee members may otherwise be removed or replaced by vote of the Board upon the recommendation of the Nominating/Corporate Governance Committee.
A. Quorum and Voting. Except as otherwise provided by this Charter or by applicable laws or regulations, as amended from time to time: (1) a majority of the members of the Committee entitled to vote, either present in person or by means of remote communication shall constitute a quorum for the transaction of business at all meetings of the Committee, and (2) all actions of the Committee shall be by affirmative vote of a majority of those members so determined to be present. Actions of the Committee may be taken by voice vote and a record thereof included in the minutes of the meeting, or may be taken by unanimous written consent signed by the members voting for the action. Any such unanimous written consent may be executed in counterparts.
B. Delegation Permitted. The Committee shall have full authority to delegate any of its duties under this Charter to any subcommittee as may be permitted under Delaware law.
C. Regular Meetings. The Committee shall meet at least four times per year in conjunction with regularly scheduled meetings of the Board, and at other times as may be deemed appropriate by the Committee.
D. Agenda. The Committee Chair will establish an agenda for each meeting after consultation with the Board and/or the Company’s management.
E. Designation of Secretary. The Committee may designate a non-voting Secretary, or Acting-Secretary for the Committee, who shall assist in the administration of meetings and prepare the minutes of such meetings, as requested by the Committee.
F. Minutes. The minutes of all Committee meetings will be prepared and distributed to all Committee members and approved at subsequent meetings. Final minutes of all Committee meetings shall be distributed to the full Board and placed in the records of the Company.
G. Consultation with Management. The Committee shall meet at least annually with management of the Company to discuss issues relating to the Company’s corporate finance matters and management’s views with respect to such matters.
- Financial Expert
- Independent Director