(May 22, 2024)

The Board of Directors ("Board") of Crown Castle Inc. ("Company") has established the Finance Committee of the Board ("Committee").


The purpose of the Committee is to assist the Board in oversight of the Company's investments, acquisitions and divestitures, capital and financing plans and activities, including dividends, share repurchases, debt financings and other borrowings, and balance sheet and other related financial matters.


The Committee shall consist of at least three members, all of whom are members of the Board. One of the Committee members shall serve as the chairperson of the Committee. The Board shall appoint the members of the Committee. The chairperson of the Committee shall be designated by the Board or, if no such designation is made, a chairperson may be selected by the affirmative vote of the majority of the Committee. The Board may remove or replace the chairperson and any other member of the Committee at any time in accordance with the Company's By-laws, as may be restated or amended from time to time ("By-laws").


The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to approve banking and brokerage relationships. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other experts, consultants or advisors as it may select or engage and to set the terms and fees for such engagements.

Authority and Responsibilities

The Committee is delegated all authority of the Board as may be required to perform such activities as it deems necessary or appropriate to effectively carry out its Purpose. The Committee may form and delegate some or all of its authority to subcommittees as and when it deems appropriate. Without limiting the generality of the preceding statements, the Committee shall have authority to do or take the actions set forth below.

  1. Review recommendations to the Board regarding the present and future capital and financing plans and activities and the capital requirements and opportunities relative to the business of the Company, including the level of dividends, repurchase of shares of the Company's stock, issuance of equity or debt and other capital activities.
  2. Periodically review and reassess implementation of, and compliance with, the investment strategies, guidelines and policies of the Company.
  3. Evaluate acquisitions and divestitures, loans and capital investments of the Company and review accretion and dilution analysis and ROIC of such potential decisions. Review material proposed mergers, acquisitions, divestitures, restructurings, and joint ventures and report to the


Board on implications to the financial and capital plans or activities of the Company stemming therefrom.

  1. Authorize borrowing and debt repurchases, refinancings and retirement by the Company in furtherance of the financial and capital plans and activities of the Company pursuant to any plan or policy authorizing borrowing or debt repurchases, refinancings and retirement that may be in force from time to time.
  2. Review and discuss the credit and financial strength ratings of the Company and its subsidiaries, (ii) ratings strategy and (iii) the nature of dialogue with the rating agencies, including the Company's policies and major exposures with respect to credit, market, liquidity and other risks associated with the Company's investment, capital and financing plans or activities for which the Committee has oversight responsibility and the steps management has taken to monitor and control such exposures.

Other Responsibilities

  1. Report regularly to the Board on the significant activities of the Committee and make such recommendations to the Board as the Committee may deem necessary or appropriate. Reports to the Board may take the form of an oral report by the chairperson or any other member of the Committee designated by the Committee to make the report.
  2. Conduct, and report to the Board the results of, an annual self-evaluation of the Committee's own performance. The performance evaluation shall be conducted in such manner as the Committee deems appropriate.
  3. Exercise such other powers and perform such other duties and responsibilities as are incidental to the purpose, duties and responsibilities specified in this Finance Committee Charter ("Charter") and as may from time to time be requested by the Board.

Procedural Matters

A majority of the members, but not less than two, will constitute a quorum. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. Regular meetings of the Committee shall be held at such times as determined by resolution of the Board or the Committee. A special meeting of the Committee may be called by resolution of the Board or upon the request of the chairperson or a majority of the members of the Committee. The chairperson will preside, when present, at all meetings of the Committee. The Committee may meet in person, by telephone or video conference or in any other manner permitted under the Company's By-laws. The Committee may also act by unanimous written consent in lieu of a meeting.

The Committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of the Committee. Meetings may, at the discretion of the Committee, include members of the Company's management, independent consultants, and such other persons as the Committee or its chairperson may determine. The Committee may hold executive sessions at which no members of management of the Company are present. The Committee may make recommendations to the Board or the independent directors of the Board with respect to matters covered by this Charter and other matters as the Committee may deem necessary or appropriate. The Committee may determine additional rules and procedures, including designation of a chairperson pro tempore in the absence of the chairperson, at any meeting thereof.


Legal Compliance

This Charter and the composition and authorized actions of the Committee are intended to, and shall be construed to, comply with applicable state and federal laws, any applicable rules and regulations of the New York Stock Exchange and the Securities and Exchange Commission and the Company's By- laws.

Review of Charter

Periodically, as it deems necessary or appropriate, the Committee shall review and reassess this Charter. Any proposed changes shall be submitted to the Nominating, Environmental, Social and Governance Committee of the Board for its consideration and submission to the Board.



  • Original Link
  • Original Document
  • Permalink


Crown Castle International Corporation published this content on 23 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 May 2024 12:41:06 UTC.