2003 Committee Charter : AXP

COMPENSATION AND BENEFITS COMMITTEE
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Purpose
The Committee is responsible for the oversight of the salary and incentive compensation of
the executive officers and key employees of the Company and its subsidiaries. The Committee
shall also have the authority of the Board of Directors with respect to the Company's employee
pension and welfare benefit plans worldwide, except that the Committee shall have the authority
to terminate plans only as authorized by the Board.
The Committee is also responsible for producing the Compensation and Benefits
Committee report to be included in the Company's proxy statement for the annual meeting of
shareholders.
Organization
The Committee shall be composed of at least three directors. Each member shall be an
independent director, as defined by the New York Stock Exchange and other applicable rules,
and shall be appointed or removed by the Board.
The Committee shall meet at least three times per year, or more frequently as circumstances
require, and shall make regular reports to the Board on the Committee's activities.
Responsibilities
In carrying out its responsibilities, the Committee:
  • Reviews and approves the annual goals and objectives relevant to compensation of
    the CEO, including the balance of the components of total compensation.
  • Evaluates the performance of the CEO in light of the agreed upon goals and
    objectives and sets the compensation level of the CEO based on such evaluation.
  • Establishes and approves the salaries, annual incentive awards and long-term
    incentives of the CEO, executive officers and selected senior executives.
  • Evaluates and approves severance arrangements and employment contracts for
    executive officers and selected senior executives.
  • Approves and administers the Company's cash and equity based incentive plans for
    senior executives unless reserved by the Board through plan provisions or
    applicable rules and regulations.
  • Establishes and periodically reviews company policies relating to senior
    management perquisites and other non-cash benefits.
  • Periodically reviews the operation of the Company's overall compensation program
    for key employees and evaluates its effectiveness in promoting shareholder value
    and company objectives.
  • Appoints and establishes the employee membership for the Employee Benefits
    Administration Committee and the Benefits Plans Investment Committee which
    together serve as the named fiduciaries of the Company's employee benefit plans
    subject to ERISA, and of other committees as needed.
  • Establishes criteria for evaluating the performance of the Committee, conducts an
    annual evaluation and discusses the results of the annual evaluation with the full
    Board.
  • Has the sole authority to engage and terminate outside consultants to assist in
    determining appropriate compensation levels for the CEO and other executive
    officers, and to set fees and retention arrangements for such consultants.
  • Has full access to any relevant records of the Company and may request any
    employee of the Company or other person to meet with the Committee or its
    consultants.
  • Has the authority to delegate all or a portion of the authority granted to it by the
    Board to one or more of the Committee members, senior executives or committees,
    subject to applicable plans, laws and regulations.