EXECUTIVE COMMITTEE CHARTER
The Executive Committee of the Board of Directors (“Board”) of Rexnord Corporation (the “Company”) has been appointed by the Board to (1) act on behalf of the Board of Directors in between meetings of the Board of Directors; (2) serve as a sounding board for the Chairman of the Board in the overall management of the business and affairs of the Corporation; and (3) handle special assignments as requested from time to time by the Board.
The Executive Committee shall consist of at least three (3) members of the Board. Terms of members shall continue until a successor shall be appointed by the Board. The Board may remove, replace or add new members to the Executive Committee at any time by the affirmative vote of the majority of the Board. The chairperson of the Executive Committee shall be designated by the Board.
III. Duties and Responsibilities
The Executive Committee shall have and be delegated all of the powers of the Board: (a) except such powers that are reserved by applicable law, rule or regulation to the full Board or to another committee; (b) except as otherwise provided in any resolution adopted by the Board from time to time; and (c) except that the Committee shall not have the power and authority to declare a dividend or to authorize the issuance of stock. The Executive Committee shall be available to consider and act on matters requiring Board action between regular Board meetings when convening a full Board would be impractical or would lead to unnecessary delay. Additionally, the Executive Committee may be assigned, from time to time, special matters or projects by the Board. The Executive Committee shall make regular reports to the Board of any action taken, as appropriate.
IV. Meeting and Actions
Meetings of the Executive Committee may be called by or at the request of the Chairman of the Board, the chairperson of the Committee or a majority of the members of the Committee. Attendance at a meeting of the Executive Committee shall constitute a waiver of notice of the meeting. A meeting of the Executive Committee may be conducted by conference call, video conference, or other similar electronic arrangement allowing for verbal discussion of the matters being considered. Any action by the Executive Committee can be taken at a meeting at which a quorum is present or, in lieu of a meeting, by a written consent action signed by all members of the Committee. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of the business of the Committee. Any action taken by the Executive Committee shall require the approval of a majority of a quorum of the members of the Committee. If, at any time, all the members of the Executive Committee vote on any matter, and the votes “for” and “against” such matter are evenly split, then the Deciding Director (as defined below) shall be entitled to cast a second, tie-breaking vote on such matter (such that the Deciding Director shall be entitled to cast two votes on such matter and thereby break the deadlock). For purposes of this Charter, the “Deciding Director” shall be a director affiliated with Apollo Management, L.P., a Delaware limited partnership (“Apollo”) and designated by Apollo in writing as the Deciding Director prior to the time of the Executive Committee vote on any matter referenced in the preceding sentence.
The Charter for the Executive Committee is subject to amendment at any time and for any reason by the Board.
- Financial Expert
- Independent Director