The Finance Committee of the Board of Directors comprises Steven J. Gomo, Mary Pat McCarthy, and Sanjay Mehrotra. Ms. McCarthy is the Chair 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 assist the Board in discharging its oversight 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.
2.03 Financial Literacy. At least one member shall be financially literate at the time of his or her appointment, as determined by the Board, or shall become financially literate within a reasonable period of time after his or her appointment to the Finance Committee.
2.04 Financial Expert. At least one member shall be a “financial expert” as defined by the corporate governance rules and regulations of the SEC and NASDAQ, in effect from time to time, as determined by the Board.
2.05 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 Chair, the members of the Committee shall designate a Chair by the majority vote of the full Committee membership.
4. Duties and Responsibilities
In order to carry out the purpose described above, the Committee shall 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, taking into account periodic reports and recommendations of management, shall have the following duties and responsibilities:
4.01.01 Capital Structure. Periodically, but at least annually, 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. Periodically, but at least annually, review the Company’s cash management and investment policies;
4.01.05 Risk Management. Periodically, but at least annually, review the Company’s strategies for management of the use of hedges, derivative instruments and other similar risk management techniques, and at least annually, review and approve on behalf of the Company and its applicable subsidiaries, the Company’s decision to enter into swaps and other derivative transactions that are exempt from exchange-execution and clearing under “end-user exception” regulations established by the Commodity Futures Trading Commission, and review and discuss with management applicable Company policies governing the Company’s use of swaps subject to the end-user exception; and
4.01.06 Insurance. Periodically, but at least annually, review the Company’s policy of transfer of risks including directors and officers insurance policy, property, transit, and general liability, however, the ultimate responsibility of for directors and officers shall be the Board
4.02 Investor Relations. Periodically, but at least annually, review the Company’s investor relations program, shareholder profile and analyst coverage.
4.03 Business Plans and Budget. Review the Company’s annual business plan and budget from the perspective of cash flow, financing requirements and liability management.
4.04 Recommendations to Board. Submit for approval recommendations to the Board with respect to any activities within the scope of the Committee’s duties set forth in this Charter that require approval of the Board.
4.05 Other Duties. Carry out such other activities within the scope of the Committee’s purpose or as the Board may from time to time delegate to it.
4.06 Delegation of Board Authority to Committee. The Board may periodically authorize the Committee to have a level of approval authority for all or certain activities within the scope of the Committee’s duties set forth in this Charter and with respect to such activities the Committee shall have the same powers and rights as the Board to authorize and approve such activities up to such level of approval authority. With respect to activities exceeding any such level of approval authority of the Committee, the Committee shall submit for approval recommendations to the Board.
4.07. Access. The Committee shall enjoy full access to the Company’s officers, employees, books, records and facilities as may be appropriate or necessary to carry out its responsibilities, subject to reasonable advance notice to the Company and reasonable efforts to avoid disruption to the Company’s management, business and operations. To avoid disruption, such requests for access shall be coordinated through the Committee Chair.
4.08 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.
4.09. Investigations. The Committee shall have authority to conduct or authorize investigations into any matter within the scope of the duties and responsibilities delegated to the Committee as it deems appropriate.
4.10 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.
4.11 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 four times annually. The Committee may establish its own schedule, which it will provide annually to the Board in advance. The Committee Chair or a majority of the Committee members may call meetings of the Committee. Meetings of the Committee may be held telephonically or by videoconference.
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 duly-called meeting at which a quorum is present, or by the unanimous written consent of all of the Committee members. The Committee Chair 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.
As amended and restated effective October 13, 2022.