The Investment Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Cohen & Company (the “Company”) to assist the Board in discharging its responsibilities relating to its oversight of certain of the Company’s investments and the Company’s practices, strategies, policies and risk management with respect to the deployment and use of capital.
The Committee will consist of three Directors or such other number of Directors as may be determined or permitted by the Board. The members will be appointed annually for a term of one year and will serve at the pleasure of the Board.
The members of the Committee will be appointed, removed and replaced by, and in the sole discretion of, the Board.
The Board will designate one member of the Committee to be the chairman of the Committee.
The Committee will create its own rules of procedure, including rules regarding notice of meetings, quorum and voting. Such rules will be consistent with the Company’s articles of incorporation, as amended, bylaws and with this charter.
The Committee may create subcommittees to perform particular functions, either generally or in specific instances, and such subcommittees shall have published charters.
Minutes will be kept with regard to each meeting of the Committee, which will record all actions taken by the Committee. The minutes will be maintained with the books and records of the Company. Copies of the minutes of each meeting of the Committee will be sent promptly after the meeting to all members of the Board.
The Committee will report to the Board at all regular meetings of the Board or at such other times as the Committee deems necessary or appropriate.
The Committee shall meet in person or telephonically at least twice a year at a time and place determined by the Committee chairman, with further meetings to occur when deemed necessary or desirable by the Committee or its chairman. Actions of the Committee may also be taken by unanimous written consent when deemed necessary or desirable by the Committee or its chairman.
The Committee may request members of management or others to attend meetings and provide pertinent information as necessary.
RESPONSIBILITIES AND POWERS
Among its specific duties and responsibilities, the Committee shall:
- review, evaluate and provide guidance to the Board regarding any transactions that are both (a) not in the ordinary course of the Company’s business and (b) relate to (i) any material merger, consolidation or reorganization involving the Company or any of its subsidiaries that the Board or management requests the Committee to review, (ii) any asset acquisition, disposition or similar transaction with a value of $5 million or more but less than $15 million, or (iii) any material change in the Company’s capital structure that the Board or management requests the Committee to review, including any material debt or equity offerings;
- evaluate and approve any investment or corporate finance transaction or series of transactions, including significant new business line acquisitions, with a value of $5 million or more but less than $15 million;
- evaluate and approve any seed capital investment in any new fund or other investment vehicles created and managed by the Company where the proposed investment is $5 million or more but less than $10 million;
- have the power to authorize management to execute any transactions duly approved by the Investment Committee;
- conduct an annual review of the Company’s risk management policies and procedures as such policies and procedures relate to the deployment and use of capital;
- conduct an annual review of the amount of capital allocated to the Company’s market making activities; and
- review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval, and annually review the Committee’s performance based upon, among other things, an assessment of the Committee’s fulfillment of its obligations pursuant to this charter. The Committee’s findings shall be reported to the Board, and such review shall seek to identify specific areas, if any, in need of improvement or strengthening.
RESOURCES AND AUTHORITY OF THE COMMITTEE
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to retain counsel and other experts or consultants at the expense of the Company without seeking approval of the Board.