Charter of the Finance Committee
CHARTER OF THE FINANCE COMMITTEE OF THE BOARD OF DIRECTORS
(As of May 7, 2015)
The Finance Committee is appointed by the Board of Directors (the “Board”) of Sotheby’s (the “Company” to assist the Board in fulfilling its responsibility to oversee (1) the financial management of the Company, including oversight of the Company’s capital structure and financing strategies, investment strategies and banking relationships; and (2) the financial aspects of the Company’s plans with respect to possible acquisitions, divestitures or other strategic transactions.
Membership and Qualifications
The Committee will consist of the Chairman of the Board, the Chief Executive Officer and not less than two other Directors appointed by the Board. Each Committee member other than the Chief Executive Officer must meet the then applicable independence requirements of the New York Stock Exchange, as determined by the Board, and must have such additional qualifications and experience as may be determined by the Board or the Committee. The Chairman of the Committee will be elected by the Board.
Committee members will be selected annually by the Board for one-year terms, or until their successors are duly elected and qualified. Committee members may be replaced, and the Chairman may be changed, by the Board from time to time.
Duties and Responsibilities
In performing its responsibilities, the Committee shall:
1. Review with management significant financial matters of the Company and its subsidiaries, including matters relating to the Company’s capitalization, dividend policy and practices, credit ratings, cash flows, borrowing activities, investment of surplus funds and financial risk management.
2. As part of the foregoing responsibility, the Committee has the authority and responsibility to:
a. Review and approve the Company’s significant financial strategies and objectives.
b. Review and make recommendations to the Board with respect to:
Any offering of the Company’s debt or equity securities, excluding commercial paper and other short-term notes;
Any program or plan relating to the purchase or disposal of the Company’s stock;
Any stock split or reclassification of shares;
Any filing of a registration statement;
Any change in dividend policy; and
Any other matters with respect to the capital stock and other securities of the
c. Review and approve, or make recommendations to the Board with respect to, financial
transactions or other matters as required by the Company’s Global Corporate Governance
policy, as adopted by the Board of Directors and in effect from time to time, which
establishes required authorization levels for all actions by the Company.
d. Review periodically the Company’s capital expenditure plans.
e. Review periodically the Company’s risk management strategies relating to foreign
exchange, interest rate and other financial risk management.
f. Review and approve, on at least an annual basis, Company policies and decisions
concerning the use of swaps exempt from federal execution and clearing requirements
pursuant to the “end-user exception” regulations adopted by the Commodity Futures Trading Commission.
g. Review relationships with the Company’s principal lending institutions and investment
and strategic advisors.
The Committee will meet in person or by telephone, at such times as may be necessary. Meetings may be called by the Chairman of the Committee, the Chairman of the Board, or the Chief Executive Officer. All meetings of the Committee will be held pursuant to and in accordance with the Company’s By-laws. The Committee may also act by unanimous written consent pursuant to and in accordance with the Company’s By-laws.