Strategic Planning

Strategic Planning and Investment Committee
Of the Board of Directors Charter



(As adopted by the Board of Directors on February 14, 2012)

The Board of Directors (the “Board”) of Post Properties, Inc. (the “Company”) has previously constituted and established a Strategic Planning and Investment Committee (the “Committee”) with the authority, responsibility and specific duties as described herein. This document replaces and supersedes in its entirety the previous Charter of the Committee adopted by the Board on February 25, 2010.

Purpose

The primary purpose of the Committee is to assist the Board in fulfilling its responsibilities relating to strategic planning and investments and corporate finance for the Company and its subsidiaries. In discharging these roles, the Committee shall have the power to obtain, as deemed necessary or appropriate, advice and assistance from legal, accounting, investment or other advisors. The Committee shall have the sole authority to select any such advisors and approve the fees paid to such advisors and other retention terms.

Membership

The Board shall elect each member of the Committee at the annual organizational meeting of the Board. Each member shall serve until his or her successor shall be duly elected and qualified, unless otherwise removed by the Board. Any vacancies on the Committee occurring prior to the annual organizational meeting shall be filled by the Board. Unless a Chairperson is elected by the full Board, the members of the Committee may designate a Chairperson by majority vote of the full Committee membership.

Meetings

The Committee shall meet at least four (4) times annually, and more frequently as circumstances may dictate. The Committee shall hold such meetings as may be called by the Chairperson of the Committee or the Chairperson of the Board. The Committee shall maintain minutes or other records of meetings and activities of the Committee.

Responsibilities and Duties

The Board has authorized and directed the Committee to assume each of the following responsibilities, and any other responsibilities the Board specifically delegates to the Committee, in each case subject to the limitations on the Board or any committee thereof contained in the Company’s Articles of Incorporation or Bylaws or the Georgia Business Corporation Code, as each is in effect from time to time:

I. Strategic Planning and Investment

  • Develop a multi-year Strategic Business Plan with the Company’s Chief Executive Officer and other executive officers.

  • Review the Strategic Business Plan at least annually with the Company’s Chief Executive Officer and other executive officers.

  • Evaluate and oversee development, sales, acquisitions and certain investments on behalf of the Company.

  • Consider the risks that may result from changes in the Company’s corporate strategy. In addition, the Committee will consider the risks associated with specific transactions as part of determining whether to recommend a particular transaction to the full Board for approval.

  • Review and recommend approval by the full Board of the following types of transactions on behalf of the Company or any direct or indirect subsidiary of the Company prior to the execution of any agreement or document committing or obligating the Company or any direct or indirect subsidiary of the Company to consummate any such transactions:

1) Dispositions of Assets. Dispositions by the Company or any direct or indirect subsidiary of the Company of any apartment community or other material asset if the greater of the undepreciated book value on the consolidated books of the Company, actual sales price or fair market value (as estimated in good faith by the Chief Executive Officer, the President or any Executive Vice President (collectively the “Authorized Officers”) of the Company) in any transaction or series of related transactions exceeds $10,000,000. Notwithstanding the foregoing, the Committee shall have the responsibility to review and recommend approval by the full Board of the disposition of any apartment community, regardless of price or value, to the extent that the disposition would result in a loss to the Company under generally accepted accounting principles.

2) Acquisitions. Acquisitions by the Company or any direct or indirect subsidiary of the Company of any apartment community or other material asset, including, but not limited to, acquisitions of any apartment community or other material asset through a stock acquisition, acquisition of a business or company, purchase or sale contract, unit exchange/issuance, like-kind exchange or joint venture, if the Company’s acquisition cost exceeds $10,000,000. Notwithstanding the foregoing, the Committee shall have the responsibility to review and recommend approval by the full Board of the acquisition of any apartment community, regardless of price or value, in a new market. “Acquisition cost” of a transaction shall be the sum of the costs of separate transactions, if they are a series of related transactions.

3) Joint Ventures. Purchase of a partial ownership interest in an entity, the formation of an entity in which the Company or any direct or indirect wholly-owned subsidiary of the Company will have a partial interest, or other joint venture transaction (such as (a) the purchase of an interest in the stock or other equity interests of a corporation, joint venture, partnership, limited liability company or other entity, (b) the formation of a corporation, joint venture, partnership, limited liability company or other entity, or (c) a co-tenancy) if the acquisition cost of such interest in an entity or venture exceeds $10,000,000. The purchase of a partial ownership interest in an entity, the formation of an entity in which the Company, directly or indirectly, will have a partial interest or other joint venture transaction as described above shall include a transaction related to an entity or venture that either (a) owns an apartment community, (b) plans to develop an apartment community or (c) plans to acquire or dispose of an apartment community. Notwithstanding the foregoing, the Committee shall have the responsibility to review and recommend approval by the full Board of any joint venture transaction related to an apartment community, regardless of price or value, in a new market. “Acquisition cost” of a transaction shall be the sum of the costs of separate transactions, if they are a series of related transactions.

4) Development and Other Real Estate Matters. The development by the Company or any direct or indirect subsidiary of the Company of any apartment community or other material real estate asset or the incurrence of costs or other expenses not in the ordinary course of business in connection with any existing apartment community or other real estate asset by the Company or any direct or indirect subsidiary of the Company in which the Company’s development or other costs (including land costs) exceeds $10,000,000, including, but not limited to, in connection with such development or in connection with any existing apartment community or other real estate asset, the direct or indirect purchase, sale, financing, leasing, ground leasing or other acquisition or disposition of real property or the creation of any easements, servitudes, rights-of-way, assignments, development agreements or other encumbrance of real property (each, as it relates to a new development, a “Development”). Notwithstanding the foregoing, the Committee shall have the responsibility to review and recommend approval by the full Board of any Development, regardless of price or value, in a new market. “Development costs” shall include the sum of the costs of separate transactions, if they are a series of related transactions.

5) Undeveloped Land. Purchases and sales of undeveloped land, if the value of such undeveloped land exceeds $10,000,000.

6) For Sale Product. The purchase or development of any For Sale Assets by the Company or any direct or indirect subsidiary of the Company directly or through a joint venture transaction by the Company or any direct or indirect subsidiary of the Company directly or through a joint venture transactions. “For Sale Asset” means any real estate asset of which individual units are offered for sale, such as, but not limited to, condominium or townhomes, and any partial or complete conversion of an apartment community into a for sale real estate asset.

II. Finance

  • Review and make recommendations to the Board of Directors with respect to long- and short-term financing matters, including matters pertaining to debt, equity or other financing arrangements, including sales of debt and equity securities and offering strategies, significant commitments of contingent liabilities, bank lines of credit and proposed loans.

  • Review the Company’s financial strategy, including debt quality, debt rating and debt ratios and make recommendations to the Board of Directors.

  • Review and make recommendations to the Board of Directors with respect to derivative policies and strategies governing the use of swaps, forwards, futures, options, caps and floors.

  • Review and make recommendations to the Board of Directors with respect to tender offers, exchange offers, redemptions, prepayments, consent solicitations and related liability management transactions for the Company’s or its direct or indirect subsidiaries’ outstanding indebtedness.

  • Review and recommend for approval by the full Board the creation of any indebtedness on behalf of the Company or any direct or indirect subsidiary of the Company, other than borrowings under Post Apartment Homes, L.P.’s (the “Operating Partnership”) unsecured lines of credit, which includes any secured indebtedness by way of a lien on any apartment community or other material asset of the Company or any direct or indirect subsidiary of the Company (whether by pledge, mortgage, security agreement, deed of trust, indenture, deed to secure debt or otherwise) where the face amount of the debt or other obligation secured exceeds $10,000,000 (each a “Loan”) prior to the execution of any agreement or document committing or obligating the Company or any direct or indirect subsidiary of the Company to consummate any such Loan. Notwithstanding the foregoing, the Committee shall have the responsibility to review and recommend for approval by the full Board of any such Loan if the face amount of the debt or other obligation secured would cause (a) the ratio of (i) the Company’s outstanding debt to (ii) the undepreciated book value of the Company’s total assets to exceed 60%, or (b) a default under any agreement governing of the Company’s or the Operating Partnership’s outstanding indebtedness. Notwithstanding the foregoing, the Board shall retain (and not delegate to the Committee) the authority to approve any debt securities of the Company or the Operating Partnership.

For purposes of clarification, the Authorized Officers of the Company may consummate, without approval by the Committee or the full Board, any of the aforementioned transactions involving (i) “Dispositions of Assets,” (ii) “Acquisitions,” (iii) “Joint Ventures,” (iv) “Development and Other Real Estate Matters,” (v) “Undeveloped Land”, (vi) “For Sale Product”; (vii) Loans if the value of such transaction does not exceed the specified dollar thresholds or (viii) borrowings under the Operating Partnership’s unsecured lines of credit in the ordinary course to fund working capital requirements, projects or transactions previously authorized by the Board or a committee of the Board or matters contemplated by the annual operating budget. In addition, the Authorized Officers may consummate the following transactions without approval by the Committee or the Board:

  • Dispositions or transfers of any apartment community, undeveloped land, For Sale Assets or other material assets by the Company or any direct or indirect wholly-owned subsidiary of the Company to any direct or indirect wholly-owned subsidiary of the Company;

  • Formation of any direct or indirect wholly-owned subsidiary of the Company; and

  • Creation, redemption, repayment or prepayment of any Loan between the Company and any direct or indirect wholly-owned subsidiary of the Company or between two or more direct or indirect wholly-owned subsidiaries of the Company.

III. General

  • Report periodically to the Board of Directors.

  • Annually review the adequacy of this Charter and recommend any proposed changes to the Board for approval.

  • Annually review the performance of the Committee.

For purposes of clarification, any matter that may be approved by the Committee under this Charter also may be approved by the full Board.

Certification

This Charter of the Committee was duly approved and adopted by the Board of the Company on the 14th day of February, 2012.

Name: Sherry W. Cohen
Title: Executive Vice President and
Corporate Secretary