COMPENSATION AND BENEFITS COMMITTEE
2003 Committee Charter : AXP
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
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.
In carrying out its responsibilities, the Committee:
the CEO, including the balance of the components of total compensation.
objectives and sets the compensation level of the CEO based on such evaluation.
incentives of the CEO, executive officers and selected senior executives.
executive officers and selected senior executives.
senior executives unless reserved by the Board through plan provisions or
applicable rules and regulations.
management perquisites and other non-cash benefits.
for key employees and evaluates its effectiveness in promoting shareholder value
and company objectives.
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.
annual evaluation and discusses the results of the annual evaluation with the full
determining appropriate compensation levels for the CEO and other executive
officers, and to set fees and retention arrangements for such consultants.
employee of the Company or other person to meet with the Committee or its
Board to one or more of the Committee members, senior executives or committees,
subject to applicable plans, laws and regulations.