The Finance Committee of the Board of Directors comprises Mercedes Johnson, Sanjay Merotra and Lawrence Mondry. Ms. Johnson is the Chairperson of the Finance Committee.
Charter of the Finance Committee of the Board of Directors of Micron Technology, Inc.
The purpose of the Finance Committee (the “Committee”) of the Board of Directors (the “Board”) of Micron Technology, Inc. (the “Company”) shall be to represent and assist the Board in discharging its responsibilities with respect to the Company’s financial policies, financial strategies and capital structure.
2. Membership, Qualifications, and Compensation.
2.01 Appointment. Committee members shall be appointed by and serve at the discretion of the Board. The Committee shall consist of at least three members of the Board. Members of the Committee shall meet the criteria of this Section 2.
2.02 Independence. At least a majority of Committee members shall be “independent” as defined in the listing standards of NASDAQ, as in effect from time to time and in accordance with the time frames specified therein and, to the extent applicable and appropriate, each such “independent” member shall also qualify as a “non-employee director” as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and as an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.
2.03 Qualification. Each member shall have experience in the judgment of the Board that would be useful in addressing matters designated to the Committee.
2.04 Committee Compensation. The fees and other compensation, if any, paid to members of the Committee shall be determined by the Board in its sole discretion.
Unless the Board elects the Committee Chairman, the members of the Committee shall designate a Chairman by the majority vote of the full Committee membership.
4. Duties and Responsibilities
In order to carry out the purpose described above, the Committee may undertake those specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe.
4.01 Duties regarding Certain Financial Matters. The Committee shall regularly review the Company’s financial affairs and, based on periodic reports and recommendations of management, shall have the following duties and responsibilities:
4.01.01 Capital Structure. Review management’s plans and objectives for the capitalization of the Company, including credit ratings and the structure and amount of debt and equity to meet the Company’s financing needs;
4.01.02 Debt and Equity Offerings. Review management’s recommendations for new offerings of debt and equity securities, credit agreements and asset-backed or asset-based financings outside the scope of asset-backed or asset-based financings authorized by the Board;
4.01.03 Capital Return. Review management’s recommendations for repurchases of the Company’s shares and/or dividends;
4.01.04 Cash Management & Investments. Review the Company’s cash management and investment policies;
4.01.05 Tax. Review the Company’s tax position and strategies;
4.01.06 Risk Management. Review the Company’s strategies for management of significant financial risks and contingent liabilities including the use of hedges, derivative instruments and other similar risk management techniques. Review of the directors and officers insurance policy shall remain the responsibility of the Board and review of the Company’s enterprise risk management process shall remain the responsibility of the Audit Committee of the Board; and
4.01.07 Business Plans. Review the Company’s annual business plans from the perspective of cash flow, financing requirements and liability management.
4.01.08 Recommendations to Board. Submit for approval recommendations to the Board with respect to any transactions within the scope of the Committee’s duties set forth in this Charter that require approval of the Board.
4.01.09 Other Duties. The Committee shall carry out such other activities within the scope of its primary purpose or as the Board may from time to time delegate to it.
4.02 Delegation of Board Authority to Committee. The Board may periodically authorize the Committee to have a level of approval authority for all or certain transactions within the scope of the Committee’s duties set forth in this Charter and with respect to such transactions the Committee shall have the same powers and rights as the Board to authorize and approve such transactions up to such level of approval authority. With respect to transactions exceeding any such level of approval authority of the Committee, the Committee shall submit for approval recommendations to the Board.
4.03 Consultants and Advisors. The Committee shall have authority to obtain advice and assistance from internal or external legal, accounting and financial experts, including such other consultants or advisors, as deemed appropriate by the Committee, for the purpose of completing its duties hereunder.
4.04 Reports. The Committee shall report regularly to the Board the Committee’s activities, evaluations and recommendations, as may be appropriate and as are consistent with this Charter.
4.05 Authority to Delegate to Subcommittee. The Committee shall have authority to delegate any of its responsibilities to a subcommittee or subcommittees as it may deem appropriate in its judgment. The subcommittee(s) shall be subject to this Charter.
5.01 Meeting Attendance and Invitees. All non-management directors that are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, officer of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons, other than committee members, it deems appropriate in order to carry out its responsibilities.
5.02 Meetings. The Committee shall meet with such frequency and at such intervals as it shall determine necessary to carry out its duties and responsibilities, but in any case at least annually. The Committee may establish its own schedule, which it will provide annually to the Board in advance. The Chairman of the Committee or a majority of the Committee members may call meetings of the Committee. Meetings of the Committee may be held telephonically.
The Committee shall maintain written minutes of its meetings, which minutes shall be filed with the minutes of the meetings of the Board.
Each member of the Committee shall have one vote on any matter requiring action by the Committee. One-third of the members, but no fewer than two members, shall constitute a quorum. The Committee shall be authorized to take any permitted action only by the affirmative vote of a majority of the Committee members present at any meeting at which a quorum is present, or by the unanimous written consent of all of the Committee members. The Chairman shall be entitled to cast an additional vote to resolve any ties.
8. Performance Evaluation.
At least annually, the Committee shall conduct a performance evaluation of the Committee, including a review of this Charter.
Effective October 15, 2015.