Blyth, Inc. Compensation Committee Charter
The purpose of the Compensation Committee (the "Committee') is to assist the Board of Directors of Blyth, Inc. (the "Company') in discharging its responsibilities relating to the Company's compensation policies and programs as well as individual executive compensation, to prepare the annual report on executive compensation for inclusion in the Company's proxy statement in accordance with applicable rules and regulations and to perform such other tasks as may be delegated to it by the Board of Directors.
Approves and oversees administration of the Company's Executive Compensation
2. Reviews and approves compensation matters for the Chairman, Chief Executive Officer and President, and other senior officers of the Company including, but not limited to, its senior vice presidents, vice presidents, treasurer, controller and others. The Compensation Committee also sets annual corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer, evaluates the Chief Executive Officer's performance in light of such corporate goals and objectives and together with the other Independent Directors of the Board of Directors, determines and approves the Chief Executive's compensation level based on such evaluation. The Committee also approves individual compensation actions for the remaining corporate officers. The Committee will review such compensation matters, such corporate goals and objectives, and such performance evaluation with the Board of Directors annually. No communications regarding compensation matters shall be made to the above listed employees prior to this review.
3. Oversees the establishment and administration of the Company's benefit programs and makes recommendations to the Board of Directors with respect to incentive-compensation plans and equity-based plans.
4. Selects and retains independent compensation consultants and other outside advisors, as needed, to provide independent advice to the Committee with respect to the Company's current and future executive compensation. Any compensation consultant used to assist in the evaluation of Director, CEO, or principal officer compensation, as well as such other experts as the Committee deems necessary in the performance of its duties, will be evaluated, selected, retained, directed, compensated and, if appropriate, terminated by the Committee.
5. Conducts annual performance evaluations of the Compensation Committee and reports its findings to the Board of Directors.
6. Produces a Compensation Committee report on executive compensation as required by the Securities and Exchange Commission to be included in the Company's annual proxy statement or annual report on Form 10-k.
III. Membership and Organization
The Compensation Committee shall be composed of no fewer than three (3) directors, each of whom shall be an Independent Director and have relevant personnel, financial and/or management experience. An "Independent Director' shall mean a director who satisfies the independence test that are set forth in Sections 303A.02 (a) and (b) of the New York Stock Exchange Corporate Governance Standards. The Board of Directors will appoint and remove committee members and will designate one member of the Committee as Chairperson. The Committee shall meet at least two (2) times a year and shall report to the Board of Directors at least once a year. The Company's Chief Executive Officer is not a member of the Committee but will attend all sessions, except for any part of any session during which his or her performance and remuneration are being discussed and determined. Each Committee member shall serve a term concurrent with his or her remaining term as a Director.