Corporate Governance - Finance and Risk Management Committee

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California Water Service Group
Finance and Risk Management Committee Charter


I. Purpose

The purpose of the Finance Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of California Water Service Group (the “Company”) in overseeing the financial policies, strategies and capital structure of the Company.


II. Committee Membership

The Committee will consist of at least three independent directors appointed by the Board based on the recommendation of the Nominating/Corporate Governance Committee. For purposes hereof, an “independent” director is a director who meets the New York Stock Exchange definition of “independence,” as determined by the Board. The Board will designate one member of the Committee to serve as Chair.


III. Meetings

The Committee will meet as often as may be deemed necessary or appropriate, in its judgment, either in person or telephonically, and at such times and places as the Committee determines. The majority of the members of the Committee constitutes a quorum. The Committee will report regularly to the full Board with respect to its activities.


IV. Outside Advisors

The Committee will have the authority to retain, at the expense of the Company, such outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its functions.


V. Responsibilities of the Committee

Among its specific duties and responsibilities, the Committee will review and make recommendations to the Board regarding:

  2. long-term financial objectives and policies;
    • financing requirements and financing plans;
      • the annual dividend plan;
        • the annual capital expenditure plan;
          • efforts to increase stockholder value;
            • reports received from the employee benefit finance committee; and
              • other finance matters as appropriate.
In addition, the Committee will discuss policies with respect to the Company’s risk assessment and risk management, review the Company’s major risk exposures and the steps management has taken and proposes to take to monitor and control such exposures, and at least annually discuss the Company’s risk assessment and risk management with the Audit Committee.


VI. Annual Performance Evaluation and Other Matters

The Committee will annually evaluate its performance and the adequacy of its charter and recommend changes to the Board as appropriate.

Board approved 9/24/08