|
Board Committees
Harris Corporation |
|
I. PURPOSES. The purposes of the Finance Committee ("Committee") of the Board of Directors ("Board") of Harris Corporation ("Corporation") are to:
II. MEMBERSHIP. The Committee shall be comprised of not less than three members of the Board. The members of the Committee shall be appointed by the Board and shall serve at the pleasure of the Board and for such term or terms as the Board may determine, or until their earlier resignation, death, or removal by the Board. III. DUTIES AND RESPONSIBILITIES. To carry out its purposes, the Committee shall have the following duties and responsibilities:
IV. COMMITTEE STRUCTURE AND OPERATIONS. The Board shall designate one member of the Committee as its Chairperson. The Committee shall meet periodically as set forth in the annual schedule of Board and Committee meetings and as necessary upon the request of the Chairperson of the Committee or upon the initiation of a majority of the members of the Committee. The Committee may invite any director, officer, or employee of the Corporation or the Corporation's outside counsel or other finance and investment advisors as it deems appropriate to attend all or a portion of a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Committee may also exclude from all or a portion of its meetings any person it deems appropriate in order to carry out its responsibilities. At any meeting, the Committee may also meet in sessions at any time without any other persons present. A majority of the members of the Committee shall constitute a quorum to conduct business. Members of the Committee may participate in a meeting of the Committee by means of telecommunications conference call or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other; provided, however, that use of cell phones or other mobile devices is strongly discouraged. Except in extraordinary circumstances as determined by the Committee Chairperson, notice of any such meeting shall be delivered to all Committee members at least forty-eight hours in advance of the meeting date. 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 of the members of the Committee. Such written consent shall have the same force and effect as a unanimous vote of the Committee. V. DELEGATION TO SUBCOMMITTEE. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee. VI. RESOURCES AND AUTHORITY OF THE COMMITTEE. The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special or independent counsel, finance and investment consultants, or other experts and advisors, as it deems necessary or appropriate, without seeking approval of the Board or management. The Committee shall also request and receive appropriate funding, as determined by the Committee in its capacity as a committee of the Board, from the Corporation for payment of (a) compensation of any outside legal, finance and investment consultants, or other experts or advisors employed by the Committee, and (b) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. VII. PERFORMANCE EVALUATION. The Committee shall prepare and review with the Board an annual performance evaluation of the Committee, which evaluation shall include a comparison of the performance of the Committee with the requirements of this charter. The performance evaluation shall also recommend to the Board any improvements to the Committee's charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral or written report or presentation by the Chairperson of the Committee or any other member of the Committee designated by the Committee to make the report. Approved in October, 1993, and amended August 1997, June 25, 2004 and as further amended October 28, 2005. |

