The Compensation Committee of AGCO Corporation (the “Company”) shall carry out the Board of Directors (the “Board”) overall responsibility relating to executive compensation including:
• Assisting the Board with respect to the Company's compensation programs and compensation of the Company's executives; and
• Producing an annual report of the Compensation Committee on executive compensation for inclusion in the Company's annual proxy statement, in accordance with applicable rules and regulations.
Composition and Qualifications
All members of the Compensation Committee shall meet the independence (or similar) requirements of the New York Stock Exchange (the “NYSE”), Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”), the rules and regulations of the Securities and Exchange Commission (including Rule 16b-3(d)(1)) (the “SEC”) and Section 162(m) of the Internal Revenue Code.
Appointment and Removal
The members of the Compensation Committee shall be designated by the Board annually and each member shall serve until such member's successor is duly designated or until such member's earlier resignation or removal. Any member of the Compensation Committee may be removed from the Committee, with or without cause, by a majority vote of the Board.
Unless a Chairperson is designated by the Board, the members of the Compensation Committee shall designate a Chairperson by majority vote of the full Compensation Committee membership. The Chairperson will chair all sessions of the Compensation Committee and set the agendas for Compensation Committee meetings.
Delegation to Subcommittees
In fulfilling its responsibilities, the Compensation Committee may delegate any or all of its responsibilities to a subcommittee of the Compensation Committee and, to the extent not expressly reserved to the Compensation Committee by the Board or by applicable law, rule or regulation, to any other committee consisting entirely of directors who meet the independence requirements of the NYSE, Section 10A(m)(3) of the Exchange Act and the rules and regulations of the SEC.
The Compensation Committee shall ordinarily meet at least two times annually, or more frequently as circumstances dictate. Any member of the Compensation Committee may call meetings of the Compensation Committee.
Any director of the Company who is not a member of the Compensation Committee may attend meetings of the Compensation Committee; provided, however, that any director who is not a member of the Compensation Committee may not vote on any matter coming before the Compensation Committee for a vote. The Compensation Committee also may invite to its meetings any member of management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Compensation Committee may meet in executive session, as the Compensation Committee deems necessary or appropriate.