Finance Committee Charter

I.  PURPOSE:

The Finance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Seagate Technology plc (the “Company”) to assist the Board in exercising its oversight of management’s decisions regarding the Company’s capital and investment transactions and to review and monitor the financial affairs of the Company.

II.   AUTHORITIES AND RESPONSIBILITIES

  1. To fulfil its responsibilities and duties, the Committee shall review the financial affairs of the Company regularly and, based on periodic reports and recommendations of management, shall review and make recommendations to the Board regarding the Company’s:
    1. cash position, working capital, cash management plans and activities;
    2. financial position;
    3. capital needs and financing arrangements, management’s financing plans, the Company’s ability to access capital markets (including the Company’s debt and credit ratings), and bank and lender relationships;
    4. capital structure, strategies and transactions including equity issuances, dividend policy, share splits and specific outside financing proposals;
    5. debt issuances, repayment and/or repurchase of any outstanding notes (either in the open market or privately negotiated purchases or otherwise) and redemption of outstanding notes pursuant to the terms of the applicable indenture;
    6. capital asset plan and requirements and capital expenditures;
    7. the Company's various insurance programmes and structures and other activities to manage financial risk in the Company’s business, including, but not limited to, currency, commodity and interest rate exposure and use of derivatives;
    8. financial and investment aspects of benefit plans, including, but not limited to, the adequacy of funding of funded retirement plans and welfare benefit plans;
    9. tax position and strategy; and
    10. corporate development plans.

2. The Committee shall possess and may exercise all the powers of the Board of Directors that may by law be exercised by the Committee to review, evaluate and authorise management of the Company to enter into any potential capital market transactions (including debt and equity financings), private equity and debt financing, proposed merger, acquisition, divestiture or investment, in amounts of more than US$25 million and up to US$100 million individually (transactions of US$25 million or less being within the Chief Executive Officer’s discretion) that the Company may have the opportunity to participate in from time to time. The Committee may review similar transactions in excess of US$100 million, and make a recommendation to the Board of Directors in connection therewith. The Board in its sole discretion may establish a special committee to evaluate any such transaction in excess of US$100 million.

3. The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the authority to retain and terminate outside counsel or other experts for this purpose, including the authority to approve the fees payable to such counsel or experts and any other terms of retention.

III.   STRUCTURE AND OPERATIONS:

Composition:

The Committee shall be composed of two or more members of the Board of Directors, each of whom shall meet the independence standards set forth in the Nasdaq Marketplace Rules, as determined by the Board of Directors. A majority of the Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee.

Appointment and Removal:

The members of the Committee shall be appointed by the Board of Directors, and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors.

Committee Chairperson:

Unless a Chairperson is elected by Board of Directors, the members of the Committee shall designate a Chairperson by the majority vote of the full Committee membership. The Chairperson will chair all regular sessions of the Committee and set the agendas for Committee meetings. In the absence of the Committee Chairperson, the Committee shall select another member to preside.

Delegation to Subcommittees:

In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to the Committee Chairperson or to a subcommittee composed of one or more members of the Committee, when it deems it appropriate and in the best interests of the Company.

The Committee may delegate to one or more officers of the Company the authority to finalise documentation for transactions approved by the Committee; provided that such delegation is in compliance with the Articles of Association and applicable law. In the event of such delegation, the delegated officer(s) shall report to the Committee on any actions taken, in a timely manner.

IV.   MEETINGS

  1. The Committee shall hold such meetings as it deems necessary, but shall meet a minimum of quarterly each calendar year. The Committee Chairperson or any member of the Committee may call meetings of the Committee. All meetings of the Committee may be conducted by telephone.
  2. The Committee may invite to its meetings any director, management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities.

V. REPORTS

  1. The Committee shall report regularly to the Board of Directors including:
    1. after Committee meetings;
    2. for any other matters that are relevant to the Committee’s discharge of its responsibilities; and
    3. the Committee shall provide such recommendations to the Board of Directors as the Committee may deem appropriate. The report to the Board of Directors may take the form of an oral report by the Chairperson or any other member of the Committee designated by the Committee to make such report.
  2. The Committee shall maintain minutes or other records of meetings and activities of the Committee.

VI.   PERFORMANCE EVALUATION

  1. The Committee shall perform a review and evaluation of the performance of the Committee and its members periodically, including by reviewing the compliance of the Committee with this Charter.
  2. In addition, the Committee shall review and reassess periodically the adequacy of this Charter and recommend to the Board of Directors any improvements to this Charter that the Committee considers necessary or appropriate.
  3. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.


As amended and restated by the Board of Directors on 26 April 2012, with an effective date of 26 April 2012