I. PURPOSE The purpose of the Committee is to assure the adequacy of the compensation and benefits of the officers and top management of the Company and to comply with any executive compensation disclosure requirements under relevant NYSE listing rules or law.
II. COMMITTEE MEMBERS The Human Resources Committee of the Board shall be composed of at least three “independent” Directors in that (i) he/she satisfies the requirement of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986 (as amended), (ii) he/she qualifies as a “Non-employee Director” for the purposes of Rule 16b-3 under the Exchange Act, and (iii) that he/she qualifies as “independent” in accordance with relevant NYSE listing standards for directors and compensation committee members. Committee members shall be appointed and removed by the Board of Directors 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.
IV. 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.
3. Determines and approves awards for executive officers under short-term and long-term incentive programs.
4. Administers incentive compensation and other plans, programs or arrangements in which executives participate, to the extent provided in such plans.
5 Makes recommendations to the Board with respect to incentive-compensation plans and equity-based plans that are subject to Board approval.
6. Oversees other compensation and benefit matters as appropriate.
7. Determines and approves equity grants for executive officers and each individual subject to Section 16 of the Securities Exchange Act of 1934.
8. Has sole authority within the Company to select, retain, and terminate any consulting firm assisting in the evaluation of director, CEO, or senior executive compensation. This authority includes the sole authority to approve the consulting firm’s fees and other retention terms.
9. 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 Securities and Exchange Commission (“SEC”).
10. Evaluates whether the Company’s executive compensation practices and policies create incentives or disincentives that materially affect risk taking or are reasonably likely to have a material adverse effect on the Company.
11. Has sole authority and discretion to retain or 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 required under NYSE listing standards, it being understood that these factors must only be taken in consideration with respect to those advisors falling within the scope of the NYSE listing standards
12. Oversees management’s establishment and implementation of standards, guidelines, and policies relating to the identification, assessment, and management of significant potential risks relating to compensation and benefits, reporting to the full Board of Directors as appropriate.
13. 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.
14. Evaluates annually its performance in accordance with relevant NYSE listing rules and law.
15. Reviews and evaluates annually this charter and submits any proposed changes to the Board of Directors for approval.