Board of Directors
Human Resources Committee Charter
The purpose of the Committee is to (i) discharge the responsibilities of the Board of Directors (the “Board”) relating to the compensation and benefits of executive officers, including approval of individual executive officer compensation; (ii) exercise oversight of employee compensation plans, policies and programs as provided in this charter; and (iii) comply with any executive compensation disclosure requirements under relevant New York Stock Exchange (“NYSE”) listing rules or the rules and regulations of the Securities and Exchange Commission (“SEC”).
II. COMMITTEE MEMBERS
The Committee shall be composed of at least three “independent” directors, each of whom qualifies as a “Non-Employee Director” for the purposes of Rule 16b-3 under the Exchange Act, qualifies as “independent” in accordance with relevant NYSE listing standards for directors, and meets the additional independence standards for compensation committee service imposed by the NYSE and the Securities Exchange Act of 1934 (together with its rules and regulations, “the Exchange Act”). Committee members shall be appointed and removed by the Board in its sole discretion.
III. COMMITTEE MEETINGS
The Committee will meet at least two times a year, with authority to convene additional meetings as circumstances require. The Committee will invite members of management and others to attend meetings and provide pertinent information, as necessary. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. Minutes will be prepared and the Committee will report to the Board the results of its meetings. The Committee may form one or more subcommittees, each of which may take such actions as may be delegated by the Committee.
The Committee has sole authority and discretion to retain and obtain the advice of a compensation consultant, legal counsel or other advisor (together, “Advisors”). The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any Advisor retained by the Committee. The Company shall provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any such Advisor. Before selecting or receiving advice from an Advisor, the Committee must take into consideration all factors relevant to the Advisor’s independence from management, including any factors specified under NYSE listing rules.
V. DUTIES AND RESPONSIBILITIES
The Committee has the following specific duties and responsibilities, in addition to any similar matters that may be referred to the Committee from time to time by the full Board, the Chairman, or which the Committee raises on its own initiative:
1. Reviews and approves corporate goals and objectives relevant to CEO compensation, evaluates the CEO’s performance in light of these goals and objectives with the assistance of the Presiding Director, and sets the CEO’s compensation level based on this evaluation and other relevant business information.
2. Determines and approves the compensation and other employment arrangements for the executive officers of the Company, including grants and/or awards under short-term and long-term incentive plans and programs, and approves equity grants and/or awards for each individual who is an “executive officer” for the purposes of Section 16 of the Exchange Act.
3. Reviews and approves, for the CEO and other executive officers of the Company, when and if appropriate, employee agreements, severance agreements, consulting agreements and change in control or termination agreements.
4. Reviews, approves and administers incentive compensation and other plans, programs or arrangements in which executives participate.
5. Reviews, approves, and when appropriate makes recommendations to the Board with respect to, equity-based plans, policies, or programs.
6. Reviews management’s assessment of whether the Company’s compensation programs encourage excessive risk taking and oversees management’s establishment of standards and policies for the identification and mitigation of significant potential risks relating to compensation and benefits.
7. Oversees other compensation and benefits matters as appropriate.
8. Produces the Committee’s report on executive compensation included in the Company’s annual proxy statement and generally oversees compliance with the compensation reporting requirements of the SEC.
9. Reviews and discusses the Compensation Discussion and Analysis (the “CD&A”) required by the rules and regulations of the SEC with management, and, based on such review and discussion, determines whether or not to recommend to the Board that the CD&A be included in the Company’s annual proxy statement and annual report on Form 10-K.
10. Reviews the results of the advisory “say-on-pay” vote and considers whether any adjustments to the Company’s executive compensation policies and practices are necessary or appropriate in light of such vote, taking into account such factors as the Committee deems appropriate.
11. Evaluates annually its performance in accordance with relevant NYSE listing rules and law.
12. Reviews and evaluates annually this charter and submits any proposed changes to the Board of Directors for approval.