California Water Service Group
Finance and Capital Investment Committee Charter
The purpose of the Finance and Capital Investment 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.
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 or approve, where authority to do so has been delegated by the Board, regarding:
- long-term financial objectives and policies;
- financing requirements and financing plans;
- the annual dividend plan;
- oversight of the annual operating budgets including periodic updates on budget to actual performance;
- oversight of the annual capital expenditure plan, including periodic updates on the progress over the annual construction and capital investment programs;
- efforts to increase stockholder value;
- reports received from the employee benefit finance committee, including ERISA plan updates;
- review and update the employee benefit finance committee charter, including changes in scope and membership;
- review the Company’s insurance program, including the credit quality of its insurance carriers and reinsurer, liability limits, and scope of and exclusions from coverage; and
- other finance matters as appropriate.
In addition, the Committee will discuss with management the policies and procedures with respect to the major risk exposures, including exposures to infrastructure failure risk and credit risk, and the steps management has taken and/or proposes to take to monitor, mitigate, and control such exposures within the capital investment programs.
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: July 27, 2022