Statement of Policy
The Compensation Committee shall provide assistance to the
board of directors in fulfilling the boardís responsibilities relating to the
organization, performance, compensation and succession of Management. The
Compensation Committee shall also establish compensation guidelines for the
Board of Directors.
The members of the Compensation Committee shall be appointed by
the board of directors and may be removed by the board of directors. The
Compensation Committee shall meet at the call of its Chairman. The
Compensation Committee has the authority to retain and terminate advisors to
assist in discharging its duties including the authority to approve such
advisorsí fees and retention terms. Half of the members of the Compensation
Committee shall be a quorum to transact business.
The Compensation Committee shall be composed of independent
directors, determined by the board of directors under the MBT Corporate
Governance Guidelines & Directorsí Policy.
Powers, Duties and Responsibioities
In discharging its responsibilities for the organization, performance,
compensation, and succession of Management, the Compensation Committee shall:
- Consider and authorize the
compensation philosophy for MBTís personnel.
- Review and evaluate the
performance of the chief executive officer and executive management, in
light of goals and objectives set by the Board of Directors that include
MBTís performance and return to stockholders.
- Annually review and approve
perquisites for the chief executive officer and executive management.
- Set the chief executive
officerís and executive managementís compensation based upon
- Consider and make
recommendations to the board of directors on matters relating to
organization and succession of senior management.
- Consider and approve the
report of the Compensation Committee for inclusion in the MBT proxy
- Make recommendations to the
board of directors with respect to incentive compensation plans,
deferred compensation plans, executive retirement plans, and equity
- Evaluate and establish
- Administer incentive,
deferred compensation and equity based plans.
- Annually review and update
this charter for consideration by the board of directors.
- Annually evaluate performance
and function of the Compensation Committee.
- Report the matters considered
and actions taken by the Compensation Committee to the board of
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