Finance Committee Charter
This Charter governs the operations of the Finance Committee of the Board of Directors of Stryker Corporation (the “Committee”). The Committee shall review and reassess the adequacy of this Charter periodically and recommend any proposed changes to the Board of Directors for approval. This Charter may be amended only by an affirmative vote of the Board of Directors.
Organization
The Committee shall be appointed annually by the Board of Directors upon the recommendation of the Governance and Nominating Committee and shall be comprised of at least two directors. The Committee will include members who possess strong financial/investment backgrounds. Committee members may be removed by a majority vote of the Board of Directors at its discretion.
Meetings
The Committee shall meet as often as it deems necessary to fulfill its responsibilities, but not less frequently than annually, and shall report to the Board of Directors following each meeting. The Committee may delegate any of its responsibilities to one or more subcommittees as it may deem appropriate.
Purpose
The purpose of the Committee shall be to assist the Board of Directors in discharging its responsibilities with respect to certain financial matters. The Finance Committee shall not have oversight responsibility with respect to the Company’s financial reporting, which is the responsibility of the Audit Committee of the Board of Directors.
Responsibilities and Processes
The Committee, in carrying out its responsibilities, believes its policies and procedures should remain flexible, in order to best react to changing conditions and circumstances. The following shall be the principal duties and responsibilities of the Committee and are set forth as a guide, with the understanding that the Committee may supplement them as appropriate:
Investment Policies
The Committee shall annually review the Company’s policies with respect to the various U.S. and International employee savings and retirement plans ("the Plans") and the investment and safeguarding of the working reserves of cash of Stryker Corporation. These reviews shall include cash held in foreign countries and repatriation thereof and risk areas (including foreign exchange, interest rates, investments and derivatives).
Capital Expenditures, Acquisitions and Divestitures
The Committee shall review the Company’s annual Capital Plan, capital expenditures not in the Plan that exceed the CEO approval threshold, and significant acquisitions and divestitures.
Dividend Policy and Actions
The Committee shall annually review and approve the Company’s dividend policy and recommend dividend actions to the Board of Directors.
Share Repurchases
The Committee shall annually review the Company’s plans for share repurchases.
Finance Arrangements
The Committee shall review the Capital structure of the Company and any significant financing arrangements (including debt or equity securities and credit agreements).
Other Duties
The Committee shall also carry out such other duties as may be delegated to it by the Board of Directors from time to time.
Committee Performance Evaluation
The Committee shall perform an evaluation of its performance at least annually to determine whether it is functioning effectively.
This Charter was approved by the Board of Directors on April 27, 2010 and amended on September 27, 2011.