Statement of Purpose
The primary purposes of the Investment Committee (the “Committee”) of the Board of Directors (the “Board”) of Clearfield, Inc. (the “Company”) are to assist the Board in reviewing the Company’s investment policies, strategies, transactions and performance, and in overseeing the Company’s capital and financial resources. This Charter has been adopted by the Board of Directors.
Committee Membership
- The Committee shall be composed of at least three members of the Board, a majority of whom shall not be employees of the Company.
- The members of the Committee shall be appointed annually by the Board.
Committee Structure and Operations
- The Board shall designate one member of the Committee as its chairperson.
- The Committee shall each year establish a schedule of meetings and shall meet at least two times a year, additional meetings may be scheduled as the Committee or its chairperson deem advisable.
- The Committee shall make an annual report to the Board.
- The Committee is governed by the same rules regarding meetings (including meetings by telephone conference), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. A quorum at any Committee meeting shall consist of a majority of the Committee members. All determinations of the Committee shall be made by a majority of its members.
- The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain counsel and other experts or consultants.
- Agenda, Minutes and Reports. The Chairperson of the Committee shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all meetings of the Committee shall be prepared to document the Committee’s discharge of its responsibilities.
Committee Goals and Responsibilities
The following are the goals and responsibilities of the Committee.
- The Committee shall oversee and implement the investment policies, strategies, and programs of the Company and its subsidiaries.
- The Committee shall be responsible for approval of the Company’s Investment Policy which policy shall include investment guidelines and asset allocation ranges and shall inform the Board of any modifications to the Investment Policy.
- The Committee may delegate authority to management to execute individual investment transactions on behalf of the Company within policies and limits approved by the Committee and may approve investment transactions on behalf of the Company that exceed such delegated authority.
- The Committee shall review the performance of the investment portfolios of the Company and its subsidiaries.
- The Committee shall review the Company’s Capital Plan and review and provide guidance to the Board on significant financial policies and matters of corporate finance, including the Company’s dividend policy, share repurchase program (if any), and the issuance or retirement of debt and other securities.
- The Committee shall review and provide guidance to the Board about proposed mergers, acquisitions, divestitures and other similar transactions.
- The Committee shall review and provide guidance to the Board of Directors about significant multi-year strategic capital project expenditures.
- The Committee shall review and reassess the adequacy of this Charter as needed and recommend any proposed changes to the Board for approval.
- The Committee shall evaluate its own performance annually.
- The Committee shall perform any other responsibilities delegated to the Committee by the Board from time to time.