Charter of the Treasury/Finance Committee of the Board of Directors of Central European Media Enterprises Ltd.
Statement of Policy
The primary purpose of the Treasury/Finance Committee (the "Committee") is in reviewing the Company's capital and financial resources and strategies.
Membership
The Committee shall be composed of three or more directors who are not members of management. The members of the Committee shall be appointed by the Board at the meeting immediately following the annual general meeting of shareholders of the Company and shall serve until the following annual general meeting of shareholders unless removed by the Board. The Board shall designate a chair of the Committee.
Scope of Powers and Functions
The Committee shall have such powers as are set out in the Treasury Policy of the Company from time to time and shall have such other powers and perform such other functions as the Board may establish from time to time. Such functions shall include the following:
- reviewing plans regarding the Company's long- and short-tem capital structure and making recommendations to the Board;
- reviewing specific plans or proposals with respect to debt or equity financings or credit facilities and making recommendations to the Board;
- reviewing strategies relating to managing foreign currency exchange exposure and making recommendations to the Board;
- reviewing plans and strategies regarding cash management and making recommendations to the Board;
- approving plans and policies in respect of major commercial banking and other financial relationships;
- reviewing plans regarding stock splits and stock repurchases and making recommendations to the Board; and
- reviewing the Charter of the Committee on an annual basis.
Where applicable, the functions of the Treasury Committee shall be carried out in accordance with the Treasury Policy.
Administrative
The Committee shall meet at least four times per year and shall hold any additional meetings as may be called by the Chairman of the Committee or management. Members of senior management or others may attend meetings of the Committee at the invitation of the Committee and shall provide pertinent information as necessary. The Committee may also, at its discretion, engage outside legal counsel or other advisers as it deems necessary to carry out its functions. The Chairman of the Committee shall set the agenda of each meeting and arrange for the distribution of the agenda, together with supporting material, to the Committee members prior to each meeting. The Chairman will also cause minutes of each meeting to be prepared and circulated to the Committee members and filed with the Company Secretary. The Committee may meet via telephone conference calls. A majority of the members of the Committee shall constitute a quorum for all purposes.
The Board of Directors originally adopted this Charter on June 15, 2010. This charter shall be posted on the Company's website.
