corporate governance > DTE Energy board committee charters > organization and compensation committee

January 27, 2005

 

Purpose:

To determine and approve the Chief Executive Officer's (the "CEO") compensation and approve the compensation of DTE Energy Company's (the "Company") other Executives. Executives for this purpose are defined to be individuals who are at or above the level of corporate vice president (or equivalent), the General Auditor, or individuals whose base annual pay is at or above $200,000, and includes Executive Officers as defined by Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended. This threshold shall be reviewed and adjusted from time to time by the Committee at its discretion.

To approve an annual report on executive compensation for inclusion in the Company's annual proxy statement or annual report on Form 10-K, in accordance with applicable Securities and Exchange Commission (the "SEC") rules and regulations.

To recommend, subject to Board approval, the election of the Company's officers, officer succession plans and management development.

Duties:

The Committee will assist the Board of Directors in the following manner:

1.        Determine that the Company's executive compensation programs throughout the enterprise (including affiliates and subsidiaries) are designed and administered to attract, retain and motivate key executives of the organization.

2.        Approve (a) executive compensation programs, including executive base salaries; (b) supplemental benefit plans, including supplemental retirement plans; (c) change in control severance agreements; (d) deferred compensation programs; (e) stock award programs; (f) executive perquisites and employment, separation and management agreements; and (g) annual and long-term incentives, including the approval of awards, measures and targets and the certification of attainment of performance goals for awards.

3.        Annually review and approve corporate goals and objectives for the CEO and evaluate the CEO's performance against those goals. Based on this evaluation, determine and approve the CEO's compensation. Such determinations will be based on the factors, measures and responsibilities deemed by the Committee to be relevant and appropriate market comparisons. The Presiding Director, if one has been elected and is an independent director, will participate in the Committee's review and evaluation.

4.        Approve the compensation of the Company's executives, other than the CEO, based on performance, relevant market comparisons, recommendations of Management, and other factors deemed by the Committee to be relevant and appropriate market comparisons.

5.        Annually review executive perquisites.

6.        Annually review and recommend to the Board for approval the slate of officers to be elected by the Board at the annual Directors' meeting.

7.        Review the organization's succession plans at least once annually and make recommendations to the Board regarding successors for senior officers and plans for their development.

8.        Approve an annual report on executive compensation as required by the SEC for inclusion in the Company's annual proxy statement or annual report on Form 10-K.

9.        Review and reassess the adequacy of the charter annually and recommend any proposed changes to the Corporate Governance Committee.

10.     Annually conduct a performance evaluation of itself and report results to the Board.

11.     Review other matters that may be delegated to the Committee by the Board.

12.     Make reports to the Board of Directors and keep the Board informed of matters that come before the Committee as the Committee believes necessary and appropriate. Advise the Board of any developments that the Committee believes should have Board consideration.

Authority:

1.        The Committee has the authority to perform the duties listed in this Charter, as it determines to be necessary and advisable from time to time in its business judgment.

2.        The Committee has the authority to retain independent outside professional advisors or experts as it deems advisable or necessary, including the sole authority to retain and terminate any such advisors or experts, to carry out its duties. The Committee shall have sole authority to approve related fees and retention terms.

Composition:

The Committee shall be composed of three or more directors who qualify as "independent" in accordance with NYSE listing standards. Further, the Committee shall consist of at least two directors, all of whom must be "outside" directors as that term is defined pursuant to the provisions of Section 162(m) of the Internal Revenue Code. Committee members are appointed for one-year terms and can be re-appointed for additional terms.

Meetings:

The Committee shall meet as necessary, but no fewer than four times a year. The Committee shall keep minutes or other records of its meetings.