The purpose of the Finance Committee (the "Finance Committee" or "Committee") of the Board of Directors (the "Board") of Exide Technologies (the "Company") is to assist the Board in reviewing and making recommendations to the Board regarding the Company's senior debt financing facility, capital structure, capital markets issues and alternatives thereto, and regarding any other appropriate matters as may be delegated to it from time to time. The Committee will report regularly to the Board on the Committee's deliberations and actions taken.
II. Composition
The Finance Committee shall have at least three (3) members, comprised solely of independent directors (as defined in the applicable rules and regulations of the Securities and Exchange Commission and The Nasdaq Stock Market).
The members of the Committee shall be appointed by a majority vote of the Board. Committee members shall hold their offices for one year and until their successors are duly elected and qualified, or until their earlier death, resignation or removal, or until the Board determines that the constitution or re-constitution of the Committee is no longer necessary, appropriate or advisable. Members may be removed, with or without cause, by a majority vote of the Board. Unless a Chairperson of the Finance Committee is specifically elected by the full Board, the members of the Committee may designate a Chairperson by majority vote of the full Committee membership.
III. Meetings
The Finance Committee shall meet as appropriate to fulfill its responsibilities. Finance Committee members are expected to attend each meeting. The Finance Committee may invite the Company's management, employees, outside counsel, or others to attend any meeting.
When deemed appropriate, Finance Committee meetings may be held in person or by telephone, or the Finance Committee may act by unanimous written consent. The provisions of the Company's bylaws regarding meetings of and actions by the Board, including with respect to format, calling, notice and quorum, shall apply to the Finance Committee as if it were the Board. The Chairperson of the Finance Committee shall be responsible for leadership of the Finance Committee, including approving the agenda, presiding over Finance Committee meetings, making Finance Committee assignments and reporting the Finance Committee's actions to the Board from time to time (but at least once each year) as requested by the Board. Meeting agendas shall be prepared and provided in advance to members, along with appropriate background materials. Minutes or other records of meetings and activities of the Finance Committee shall be maintained and reported to the full Board.
IV. Investigations And Studies
The Finance Committee shall have the authority and sufficient funding to retain special legal, accounting or other consultants to advise and assist the Finance Committee. The Finance Committee may conduct or authorize investigations into or studies of matters within the Finance Committee's scope of responsibilities as described herein, and may retain, at the expense of the Company, independent counsel or other consultants necessary to assist the Finance Committee in any such investigations or studies. The Finance Committee shall have sole authority to negotiate and approve the fees and retention terms of such independent counsel or other consultants.
V. Annual Evaluation Procedures
To the extent the Committee is constituted at the time that the Board and committee self-evaluations are performed, the Finance Committee shall perform an annual self review and self evaluation of its performance to confirm that it is meeting its responsibilities under this Charter. The Finance Committee shall annually review the adequacy of this Charter. The Finance Committee may recommend to the Board such changes to this Charter as the Finance Committee deems appropriate.
VI. Miscellaneous
Nothing contained in this Charter is intended to expand applicable standards of liability under statutory or regulatory requirements for the directors of the Company or members of the Finance Committee. The purposes and responsibilities outlined in this Charter are meant to serve as guidelines rather than as inflexible rules and the Finance Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities. This Charter, and any amendments thereto, shall be displayed on the Company's web site and a printed copy of such shall be made available to any shareholder of the Company who requests it.
Adopted by the Finance Committee and approved
by the Board of Directors on June 6, 2008.
Code of Ethics (French/France)