The Finance Committee is established as a committee of the Board of Directors (the "Board") of MWI Veterinary Supply, Inc. ("MWI" or the "Company") whose primary duties are to oversee and review the financial affairs of the Company and the implementation of any plans relating to such financial affairs, to oversee all material potential business and financial transactions, and any other duties assigned by the Board.
The Finance Committee shall consist of not less than three (3) directors and shall be selected by the Board from among its members on the recommendation of the Corporate Governance Committee. The term of each member will coincide with the member's term as a Director. Each member will be subject to annual reconfirmation.
Committee members may be removed by the Board at any time. Any member of the Committee may resign therefrom at anytime by delivering a letter of resignation to the Chairman with a copy to the Secretary. Any such resignation shall take effect at the time specified therein, or, if the time when it shall become effective shall not be specified therein, then it shall take effect immediately upon its receipt by the Chairman; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
The Board shall designate one member of the Committee to serve as Committee Chair.
The Committee will hold such number of meetings as the Chair of the Committee deems desirable. Committee meetings will be led by the Committee Chair or his/her designee.
A majority of the members of the Committee shall constitute a quorum. The affirmative vote of a majority of the members present at the time of such vote will be required to approve any action of the Committee. Subject to the requirements of any applicable law, regulation or rule, any action required or permitted to be taken at a meeting of the Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all members of the Committee.
The Committee may request any officer or employee of the Company or the Company's outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.
The Committee may engage independent consultants, experts, counsel and other advisors as it sees fit and may commit to the expenditure of reasonable sums to support such activities.
The Committee reviews and makes recommendations to the Board for approval regarding the following:
- The proposals regarding capital allocation and capital expenditure, liquid assets not required in the Company's operations, assumption of debt, merger plans, acquisitions, joint ventures, partnerships or combinations of business interests and dispositions if such dispositions are outside of the normal course of business;
- The current and anticipated financing alternatives for the Company, including but not limited to, the Company's cash position, capital structure, financing arrangements and the issuance, sale or repurchase of the Company's equity or long-term debt; and
- The use of equity or equity equivalents in any transaction.
The Committee shall periodically review the performance of acquisitions that can be tracked against the pro forma forecasts that were made at the time the acquisition was approved.
The Committee will review its charter annually and recommend any proposed changes to the Board for approval.
This Finance Committee Charter was adopted by the Board on November 17, 2006.
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