The Committee consists of at least two directors, each of whom is to be free of any relationship that, in the opinion of the Board, would interfere with his or her exercise of independent judgment.  The Board appoints the members of the Committee and the chairperson.  The Board may remove any member from the Committee at any time with or without cause. 

The Committee meets at least twice a year.  Each regular meeting will focus on at least one of the five topics described under section 1 of Responsibilities below, plus such other business described in section 2 as requested by the Board or management.  Additional meetings may occur as the Committee or its chair deems advisable.  The Committee will meet as needed in executive session without Company management present.  The Committee will cause to be kept adequate minutes of its proceedings, and will report on its actions and activities at the next quarterly meeting of the Board.  Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent.  The Committee will be governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as apply to the Board.  The Committee may adopt its own rules of procedure not inconsistent with (a) this Charter, (b) the Bylaws of the Company, or (c) the laws of the state of Washington.

The Committee will have the resources and authority necessary to discharge its duties and responsibilities.  The Committee has sole authority to retain and terminate outside counsel or other experts or consultants, as it deems appropriate, including sole authority to approve the firms' fees and other retention terms.  Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company, and the Committee will take all necessary steps to preserve the privileged nature of those communications.

 

The Committee may form and delegate authority to subcommittees and may delegate authority to one or more members of the Committee.

 

The Finance Committee consults with management, provides oversight with respect to, and makes recommendations to the Board of Directors on matters relating to the financial affairs of the Company including areas of financial exposure and risk management.  Specific topics that the Committee will address include:

 1. Review and provide guidance to the full Board and management about:

 

 

2. The Committee will report to, or conduct joint meetings with, the Audit Committee as needed to review insurance programs and other areas of risk relevant to each committee’s respective areas of oversight. 

 

3. As requested by the Board or management, review and advise management on proposed mergers, acquisitions, divestitures and strategic investments other transactions or financial issues.

 

4. Regularly review and make recommendations about changes to the charter of the Committee.

 

5. Obtain or perform an annual evaluation of the Committee's performance and make applicable recommendations.