The Finance Committee (the "Committee") of the Board of Directors (the "Board") of QUALCOMM Incorporated (the "Company") assists the Board in assessing the financial position of the Company and in making decisions regarding the Company's financing needs and alternatives as well as in making major strategic investment decisions. The Committee also assists the Board by providing oversight to the Company's budgeting process and recommending the annual budget to the Board for its approval. This Charter specifies the scope of authority and the responsibilities of the Committee.
Organization, Membership and Meetings
1. The Committee shall consist of three or more directors, a majority of whom shall meet the independence requirements contained in the NASDAQ listing standards, such independence to be determined by the Governance Committee of the Board (the "Governance Committee").
2. Members of the Committee, including the chairperson of the Committee, shall be appointed annually by the Board on the recommendation of the Governance Committee. Members may be replaced by the Board at any time, but shall otherwise serve until a successor has been named.
3. The Committee shall meet from time to time, as it deems necessary, but at least once per year. The Committee may include management at its meetings, but shall also hold an executive session at each meeting at which only independent directors are present.
4. The Committee shall have the authority to form and delegate responsibilities to sub committees when appropriate.
5. The Committee shall maintain written minutes of its meetings, which minutes will be filed in the corporate minute book.
Committee Authority and Responsibilities
To fulfill its responsibilities and duties hereunder, the Committee shall:
1. Review and evaluate the financial position of the Company, and, oversee, on a periodic basis, the Company's treasury functions and policies, including but not limited to cash management, investment activities, hedging and securities lending.
2. Review, assess and evaluate management's recommendations for capital structure, debt and financing alternatives.
3. Review, assess and evaluate management's recommendations for major strategic investments and other financial transactions, such as dividends and stock repurchases, to be made by the Company.
4. Based upon its review and assessment of the Company's financial position and management recommendations, submit for approval recommendations to the Board.
5. Review and provide oversight with respect to the Company's processes and procedures for the development and adoption of its annual operating budget. As part of this oversight responsibility, the Committee shall review with management the draft annual operating budget, including the material assumptions contained therein, and shall make a recommendation to the Board with respect to the annual operating budget's adoption.
6. Regularly report to the Board on its activities, recommendations and conclusions.
1. Review and reassess the adequacy of this Charter at least annually and recommend any proposed changes to the Board for approval. The Committee will also review its own performance, at least annually, for purposes of self evaluation and to encourage the continuing improvement of the Committee in the execution of its responsibilities.
2. Perform such other functions and have such other powers as shall be delegated to it by the Board and as the Committee shall deem necessary for the efficient discharge of the responsibilities set forth or authorized herein.
3. Have the authority to obtain advice and assistance from internal or external advisors and experts.
4. Have the authority to direct the payment of fees and costs of advisors and experts retained by the Committee, which fees and costs shall be borne by the Company.
- Amended September 21, 2009
Committee MembersAdd to Briefcase
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