PÕ¾ÊÓƵ

I. Purpose of Committee

The Finance Committee (the ¡°Committee¡±) is a committee of the Corporation¡¯s Board of Directors (the ¡°Board¡±) established to support the Board in fulfilling its responsibility to oversee the Corporation¡¯s financial strategy and performance and support the Corporation¡¯s mission, including the Corporation¡¯s commitment to health equity.

II. Committee Membership

The Committee is chaired by the Treasurer of the Board and the Committee shall have at least three (3) members at all times. Members should have corporate finance and/or business operational experience. Committee membership is appointed by the Chair of the Board and approved by the Board. Committee members serve one-year terms beginning January 1st and ending December 31st of that same year or until the new Committee is appointed by the Chair of the Board.

Committee membership is restricted to Board members but as needed, external expert ad-hoc individuals may be invited to Committee meetings or workgroups by the Chair of the Committee to assist with its work. Ad-hoc members are advisory only and are not considered voting Committee members.

III. Committee Authority and Responsibilities

The Committee will:

1. Review the Corporation¡¯s: 1) annual financial plan (ensuring alignment to board approved KPI metrics, organizational strategies and priorities) and submit to the Board for consideration; 2) financial plan and forecasts to actual results; 3) key metrics including/but not limited to cash corridor (liquidity) status and functional allocation; 4) following fiscal year¡¯s contingent annual financial plan and submit to the Board for consideration; 5) quarterly financial statements; 6) Internal Revenue Service Form 990 and accompanying schedules; 7) status of operating/revenue investment plans; and 8) other appropriate financial information concerning the Corporation;
2. Oversee enterprise risk management related to assigned risk areas and submit a report tothe Audit and Risk Committee as requested;
3. Review the Corporation¡¯s financial policies and recommend appropriate revisions to the Board; periodically review the Corporation¡¯s compliance with such Policies and report results to the Board;
4. Review on a quarterly basis the performance of invested funds, including funds in the employee retirement annuity (pension) plan;
5. Review and approve fund performance for the charitable gift annuity pools;
6. Review on at least an annual basis the duties of, and any significant actions taken by, the Defined Contribution Plan Fiduciary Committee with respect to the Corporation¡¯s and its affiliates¡¯ various employer-sponsored defined contribution plans;
7. ?Review on at least an annual basis the financial performance of BrightEdge, LLC and any significant actions taken by the Investment Fiduciary Committee of BrightEdge, LLC;
8. As necessary, ensure that Committee members receive an orientation to the Corporation¡¯s financial statements, the application of generally accepted accounting principles to those statements,and other financial governance issues;
9. Accomplish additional tasks as charged by the Chair of the Board;
10. Operate under this Charter and review the same annually for adequacy and recommend any necessary changes for approval to the Board; and
11. At least annually, report its activities and findings to the Board.

In carrying out its responsibilities, the Committee's policies and procedures should remain flexible in order to react to changing conditions and to ensure that the accounting and financial reporting practices of the Corporation are in accordance with all applicable requirements and are of the highest quality.

IV. Committee Meetings

The Committee will meet at least annually and as often as its Chair or a majority of its members deems necessary or appropriate, either in person or virtually, and at such times, places and manner as its Chair and the Chair¡¯s staff may determine. Deliverables, budget, and alternative meeting methods should be included in the decision-making process. The Committee Chair and the management team lead will develop an agenda in advance of each meeting and communicate meeting details to Committee members in a timely fashion.

As necessary, the Committee will meet in a joint session with other committees regarding items of concern to both committees.

V. Committee Minutes

The Committee will produce written minutes at the conclusion of each meeting, which will include an attendance record, a copy of the agenda and a full report of Committee discussions with documented recommendations and decisions. These minutes will be completed no more than three weeks following the meeting and forwarded to the Committee membership and the Office of General Counsel for review. Upon approval, Committee minutes, to the extent not confidential, will be posted on the PÕ¾ÊÓƵ, Inc. Board Portal so all Board members may access them.

VI. Committee Evaluation

The Committee will conduct periodic performance evaluations to review the performance of the Committee in relation to the requirements of this Charter and such other matters as the Committeedeems appropriate.