2003 Committee Charter : BWC
CHARTER – COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors of Belden Inc. shall carry out the
Board's responsibilities relating to compensation of Company executives and attracting
and retaining qualified personnel to operate the Company, through compensation and
The Committee shall consist of three directors. Members of the Committee shall be
appointed by the Board upon the recommendation of the Governance and Nominating
Committee and may be removed by the Board in its discretion. All members of the
Committee shall be independent of management. The Company believes that Committee
members meet the proposed New York Stock Exchange (NYSE) standard for
independence. Once the NYSE issues its final rule on independence, the Board will
assess whether the Committee members meet the standard.
In carrying out its responsibilities, the Committee believes its strategies, policies and
procedures should remain flexible, to react to changing conditions and to ensure that the
compensation practices of the Company are appropriate and effective.
To fulfill these responsibilities, the Committee will:
compensation for the chief executive officer. The Committee shall evaluate at
least once a year the chief executive officer's performance in light of these
established goals and objectives and based upon these evaluations shall set the
chief executive officer's annual compensation, including salary, bonus, incentive
compensation and equity compensation. Such review will include obtaining input
from other Board members.
for the Company's officers. The Committee shall evaluate the performance of the
Company's officers and shall approve the annual compensation, including salary,
bonus, incentive and equity compensation, for officers.
salary and wage increase guidelines for exempt, nonexempt, and hourly
employees of the Company and its affiliates.
and recommend changes in such plans to the Board as needed. The Committee
shall have and shall exercise all the authority of the Board with respect to the
administration of such plans. In furtherance thereof, the Committee shall review
and approve participation in, awards to, performance of, and performance targets
under the Company's management cash incentive plans.
recommend changes to the full Board.
key operating executives, including plans for emergency succession in the event
of the unexpected disability of the chief executive officer.
Company's compensation programs.
The Committee shall review at least annually the adequacy of its Charter and recommend
any proposed changes to the Board for approval.
The Committee shall have the authority to delegate any of its responsibilities to
subcommittees as the Committee may deem appropriate in its discretion. The Committee
shall have authority to retain such compensation consultants, outside counsel and other
advisors as the Committee may deem appropriate in its discretion. The Committee shall
report its actions and any recommendations to the Board after each Committee meeting
and shall conduct and present to the Board an annual performance self-evaluation.