Strategy & Finance Committee

I. Purpose

The purpose of the Strategy & Finance Committee (Committee) of South Jersey Industries, Inc. (Company) is to assist the Board of Directors (Board) in fulfilling its oversight of the Company’s strategic, financial and financing plans.

II. Composition

The Committee shall comprise a minimum of three Directors as determined by the Board, each of whom shall be independent directors as defined by the rules of the New York Stock Exchange and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee. Pursuant to the Company’s Bylaws and this Charter, the Non-Executive Chairman shall be an ex-officio member of the Committee. The quorum is one-third of the entire authorized number of members, but no fewer than two persons. The members of the Committee and the Committee Chair shall be recommended by the Governance Committee, elected by the Board at the annual organizational meeting of the Board and shall serve until their successors shall be duly elected.

III. Meetings

The Committee will meet at least four times a year, with authority to convene additional meetings, as circumstances require. All Committee members are expected to attend each meeting, in person or via telephone or video conference. The Committee will invite members of management, outside professionals, or others to attend meetings and provide pertinent information as necessary and at the sole discretion of the Committee. The Committee will meet in executive session attended by the Committee members or other Independent Directors at the invitation of the Committee Chairman. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. Minutes will be prepared. The Committee will undergo an annual performance evaluation which may be conducted by the Committee itself or an outside party.

IV. Responsibilities

The Committee shall carry out the following responsibilities:

A. Strategy & Finance

Strategic Activity or Transactions

  1. Provide input and support to Management in the development of the Company’s long-term strategic plan in advance of the Board’s review and approval of the same;
  2. Monitor progress against strategic objectives, review key issues, options and external developments impacting the Company’s strategy;
  3. Review and approve, or recommend for approval, consistent with the Board approved Delegation of Authority and Subsidiary Governance policies, any strategic activity or transaction that materially impacts the Company’s financial goals and strategy; and
  4. Monitor, review, and evaluate the Company’s growth and value enhancement opportunities, including acquisitions, sales, mergers and business development proposals.

Operating and Capital Plans

  1. Provide input and support to Management in the development of the Company’s operating and capital plans in advance of the Board’s review and approval of the same; and
  2. Review, recommend, provide input to and support Management in exploring new businesses, products and/or markets for non-utility activities.
  3. Review the process for development, approval and modification of the Company’s plans.

Finance

  1. Oversee financial policies and objectives;
  2. Provide input and support to Management in the development of the Company’s financing plan in advance of the Board’s review and approval of the same;
  3. Review the Company’s capital structure, capital adequacy and financial flexibility;
  4. Evaluate the appropriateness of the dividend policy and recommend the schedule and rate to the appropriate Board;
  5. Review and recommend to the Board the amounts, timing, types, and terms of public and private issuances, and repurchase programs;
  6. Review and recommend to the Board any special financing transactions, including in the event of an equity issuance serving as members of the Pricing Committee along with the Chairman of the Board and the CEO;
  7. Review all proposed material financing and liquidity initiatives; and
  8. Review significant rating agency communications and potential issues/concerns relative to the Company’s debt ratings.
  9. Oversee Company insurance program.

Risk

  1. Review and recommend to the Board risk appetites and risk tolerances for the overall Company and each business unit.
  2. Review and recommend to the Board financial and financing risk programs and tolerances.
  3. Oversee, review, and evaluate strategic and financial trends and challenges and identify evolving risks.
  4. Review and approve counterparty credit and performance risk standards. Receive periodic compliance reports from Management.
  5. Oversee credit and financial metrics and limits development and deviations.

Perform other activities consistent with the Charter, the Corporate Bylaws and governing law and rules, as the Committee or Board deems necessary or appropriate.

B. Reporting Responsibilities

  1. Regularly report to the Board on Committee activities, issues, and related recommendations
  2. Review any other reports the Company issues that relate to Committee responsibilities

V. Review of Charter

After initial approval of this Charter by the Board, the Committee shall review the Charter annually and recommend any proposed changes to the Board.

Rev. 04/24/20