Corp Governance Guidelines (Condensed Version) by

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Slide Notes

Creation of new Subsidiary Governance Oversight Committee (“SGOC”) (Legal, Tax, Accounting, Treasury) to:

Administer, review and update Guidelines periodically
Provide multi-disciplinary input on subsidiary lifecycle questions (e.g., restructuring, new entity formation, liquidation)

Make recommendations to General Counsel on exception requests

Guidelines have a new “ask” of Finance Managers:
Approval of annual financial statements by CFSC Controller and VP of Region; and
Annual submission of Subsidiary Governance Calendar and Updates

Corp Governance Guidelines (Condensed Version)

New, user-friendly Guidelines applicable to Cat Financial subsidiaries that address:

Appointment of officers and directors Roles and responsibilities Conflicts of interest Delegation of authority Resources (Q&A, FAQ, training, calendar) Administrative tasks (dating documents, minutes, records, reporting)

View Outline

PRESENTATION OUTLINE

Corporate Governance Guidelines

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Purpose

PURPOSE: The corporate governance guidelines are designed to assist Caterpillar Financial Services Corporation and its subsidiaries maintain compliance with all applicable legal and regulatory requirements; mitigate litigation risk and unintended tax exposure; aid in the accuracy of corporate reporting and record-keeping; effectively manage subsidiary life-cycles; and maintain corporate governance standards in accordance with multinational corporation best practices while also maintaining flexible consistency.

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Collaboration

Subsidiary Governance and Oversight Committee

The administration of the Cat Financial Corporate Governance Guidelines is carried out by the Subsidiary Governance and Oversight Committee (the “SGOC”).

The SGOC shall be comprised of the Cat Financial Securities Attorney, the Cat Financial Corporate Governance Paralegal, the Cat Financial Controller, the Cat Financial Tax Director and the Cat Financial Treasurer or their respective designees.

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Officers & Board Members

Serving as an officer or director of Cat Financial or a Subsidiary is a significant responsibility. All new directors and officers shall receive training from the Corporate Governance Paralegal or the Securities Attorney on their roles, responsibilities and expectations as members of a Cat Financial or Subsidiary board (i.e. duty of care, duty of loyalty, and confidentiality, etc.) upon acceptance of the position.

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Finance Managers

Responsibilities

The Finance Managers have added responsibilities of
submitting annual subsidiary financial statements, updating the Subsidiary Governance Calendar and sending any significant changes to their Subsidiary's organization to Corporate.Paralegal@cat.com.

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Calendar

The Finance Manager will be required to submit the Subsidiary Governance Calendar by February 15th each year to the Corporate.Paralegal@cat.com. The submission should include dates and expectations of board members and officers for regularly scheduled matters throughout the calendar year, including but not limited to, annual meetings, approval of annual and/or quarterly financial statements and license renewals that require board and/or officer approval, etc.

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Next Steps Notes Section

Review the Corporate Governance Guidelines
CLMS Assessment

CLMS Assessment Link: https://clms2.cat.com/Saba/Web/Main

Governance Guidelines: https://www.google.com

Slide Notes