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FINANCE COMMITTEE TERMS OF REFERENCE
Approved by the Board on 8 May 2018
1 MEMBERSHIP
1.1 The committee shall comprise at least three members. Members of the
committee shall be appointed by the board, on the recommendation of the
nomination committee in consultation with the committee chairman.
1.2 All members of the committee shall be independent non-executive
directors.
1.3 Only members of the committee have the right to attend committee
meetings. However, other individuals including the Chief Executive, the
Chief Financial Officer, the Finance Director, the Head of Risk and
Assurance and the Director of Treasury & Tax may be invited to attend all
or part of any meeting as and when appropriate and necessary. Any other
member of the Board may attend all or part of the meeting with the prior
approval of the committee chairman.
1.4 Appointments to the committee shall be for a period of up to three years,
extendable by no more than two additional three-year periods, so long as
members continue to be independent.
1.5 The board shall appoint the committee chairman. In the absence of the
committee chairman and/or an appointed deputy, the remaining members
present shall elect one of themselves to chair the meeting.
2 SECRETARY
The company secretary, or his or her nominee, shall act as the secretary
of the committee and will ensure that the committee receives information
and papers in a timely manner to enable full and proper consideration to
be given to issues.
3 QUORUM
The quorum necessary for the transaction of business shall be two
members.
4 FREQUENCY OF MEETINGS
The committee shall meet at least twice a year at appropriate times in the
reporting cycle and otherwise as required.
5 NOTICE OF MEETINGS
5.1 Meetings of the committee shall be called by the secretary of the
committee at the request of any of its members.
5.2 Unless otherwise agreed, notice of each meeting confirming the venue,
time and date together with an agenda of items to be discussed, shall be
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forwarded to each member of the committee, any other person required
to attend and all other non-executive directors, in sufficient time to allow
the committee to consider the papers and for the board to follow up on
any recommendations if necessary. Supporting papers shall be sent to the
committee members and to other attendees as appropriate, at the same
time.
6 MINUTES OF MEETINGS
6.1 The secretary shall minute the proceedings and decisions of all meetings
of the committee, including recording the names of those present and in
attendance.
6.2 Draft minutes of committee meetings shall be circulated promptly to all
members of the committee. Once approved, minutes should be circulated
to all other members of the board unless it would be inappropriate to do
so.
6.3 A resolution in writing authenticated by all committee members who
would be entitled to vote (and which may consist of several documents in
the same form each authenticated by one or more of the committee
members) will be as effective as a resolution passed at a committee
meeting. Any written resolution shall be tabled and noted at the next
meeting of the committee.
7 VOTING ARRANGEMENTS
7.1 Each committee member shall have one vote which may be cast on
matters considered at the meeting. Votes can only be cast by members
attending a committee meeting (whether in person or by audio or video
conference).
7.2 If a matter that is considered by the committee is one where a committee
member, either directly or indirectly has a conflict of interest, that
member shall not be permitted to vote at the meeting.
7.3 Except where he/she is not permitted to vote, the committee chairman
shall have a casting vote.
7.4 The committee chairman may ask any attendees of a committee meeting
to leave the meeting to allow discussions of matters relating to them.
8 DUTIES
The committee should carry out the duties below for the Company.
8.1 Treasury Policies
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8.1.1 To regulate how the operations of the treasury activities of easyJet
are to be conducted and how the associated risks are to be
controlled.
8.1.2 To ensure that activities undertaken will not subject the Group to
undesired levels of risk and that management of treasury activities
will contribute to Group financial performance through focused
management.
8.1.3 To ensure that easyJet continues to be appropriately funded and
that funding activities are conducted in accordance with policy.
8.1.4 To ensure that the overall treasury objective and the specific
objectives for each main treasury activity are consistent with both
the financial and corporate business objectives.
8.2 To determine and approve any material inter-company distributions for
the purpose of simplifying inter-company balances or otherwise within the
Group.
8.3 To determine and approve any change to the share warehousing policies
or loan facility arrangements in connection with the Company’s share
scheme trusts.
8.4 To provide approvals in relation to hedging, ISDA arrangements, letters of
credit, guarantees and providers of money market funds and tri-party
repurchase facilities in line with the Delegated Authorities document (as
approved by the Audit Committee from time to time) and/or the Treasury
Policy Manual (as approved by the Board from time to time).
9 REPORTING RESPONSIBILITIES
9.1 The committee chairman shall report formally to the board on its
proceedings after each meeting on all matters within its duties and
responsibilities.
9.2 The committee shall make whatever recommendations to the board it
deems appropriate on any area within its remit where action or
improvement is needed.
10 OTHER MATTERS
The committee shall:
10.1 have access to sufficient resources in order to carry out its duties,
including access to the company secretariat for assistance as required;
10.2 be provided with appropriate and timely training, both in the form of an
induction programme for new members and on an ongoing basis for all
members;
10.3 give due consideration to laws and regulations, the provisions of the UK
Corporate Governance Code and the requirements of the UK Listing
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Authority’s Listing, Prospectus and Disclosure and Transparency Rules and
any other applicable Rules, as appropriate;
10.4 oversee any investigation of activities which are within its terms of
reference; and
10.5 arrange for periodic reviews of its own performance from time to time.
11 AUTHORITY
The committee is authorised:
11.1 to seek any information it requires from any employee of the company in
order to perform its duties;
11.2 to obtain, at the company’s expense, outside legal or other professional
advice on any matter within its terms of reference; and
11.3 to call any employee to be questioned at a meeting of the committee as
and when required.