The primary function of the Compensation, Human Resources and Management Succession Committee (the "Committee") is to assist the Board in fulfilling its oversight responsibility with respect to (A) determining and evaluating the compensation of the Chief Executive Officer, (B) approving and monitoring the executive compensation plans, policies and programs of the Company, and (C) advising management on succession planning and other significant human resources matters.
The Committee shall consist of three or more directors as determined and elected by the Board. Each of these directors shall be independent in accordance with New York Stock Exchange rules ("NYSE Rules") and free from any material relationship (either directly or as a partner, shareholder or officer of an organization that has such a relationship with the Company) that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a Committee member, and shall meet the standards required under Rule 16b-3 of the Securities and Exchange Act of 1934, as amended, and Section 162(m) of the Internal Revenue Code.
The following are skills useful for members of this Committee: broad management experience, general familiarity with executive compensation programs, knowledge of and/or experience with corporate performance measurement and incentive approaches and ability to assert opinions independent from those of management.
1. The Committee shall meet at least quarterly, or more frequently as circumstances dictate as determined by the Chair of the Committee, or a majority of the committee members.
2. The Board may appoint a Chair of the Committee. The Chair will preside, when present, at all meetings of the Committee. A majority of the members shall constitute a quorum for the transaction of business. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee may meet by telephone or video conference and may take action by written consent.
3. The Committee will report its activities and findings to the Board on a regular basis.
IV. RESPONSIBILITIES AND DUTIES
The specific duties and responsibilities of the Committee include:
Executive Compensation Matters
1. Review and approve corporate goals and objectives relevant to compensation of the Chief Executive Officer ("CEO"). The Committee shall evaluate the CEO's performance in light of these goals and objectives and shall determine and set the CEO's compensation level based on such evaluation.
2. Oversee the evaluation of and make determinations regarding compensation for all other executive officers and any other corporate officers who are subject to the provisions of Section 16 of the Securities Exchange Act of 1934 (or any successor rule(s) to the same effect) ("Section 16 Officers").
3. In determining or recommending the long-term incentive component of CEO and Section 16 Officer compensation, the Committee will generally consider the Company's performance and relative shareholder return, the value of similar incentive awards to the CEO and Section 16 Officers at comparable companies, and the awards given to the Company's CEO and Section 16 Officers in past years.
4. Authorize and approve any employment agreements (including change-in-control agreements) with elected officers.
5. Approve equity compensation awards for the CEO and Section 16 Officers.
6. Determine the Company's policy with respect to the application of Section 162(m) of the Internal Revenue Code, and the deductibility of executive compensation for federal income tax purposes. The Committee will approve goals and awards under the compensation plans of the Company as required by Section 162(m).
7. Prepare a report annually on executive compensation for inclusion in the Company's proxy statement, in accordance with all applicable rules and regulations.
8. The Committee may delegate responsibility for the day-to-day management of the Company's executive compensation programs.
1. Create, authorize, approve, amend and/or terminate any new or existing officer and employee compensation and benefit plans.
2. Recommend action to the Governance Committee to create, authorize, approve, amend and/or terminate any new or existing non-employee director compensation and benefit plans.
3. Determine and set the Company's discretionary matching contributions to the Company's 401(k) Plan (the "Plan") and take any other actions required of it under the Plan.
4. Appoint the members of the Company's Group Plans Administrative Committee (the "Administrative Committee") whose members shall be responsible for oversight and administrative duties regarding the plans as determined by the Committee.
5. Annually receive a presentation regarding the effectiveness and funded status of the Company's compensation and qualified benefit plans from the Group Plans Administrative Committee.
1. Create, authorize, approve, amend and/or terminate any funding mechanisms or trusts for new or existing compensation and benefit plans, and add or delete investment alternatives to plans that provide such alternatives, provided however that the issuance of shares of Company stock for such purposes will require approval of the Board or the Executive Committee.
2. Designate or replace those persons identified in certain funding mechanisms as having the authority to amend (or approve amendments to) those mechanisms, subject to the terms of the relevant plan or other documents.
3. Monitor effectiveness and funded status of Equifax's U.S. Retirement and 401(k) Plans.
4. The Committee may delegate the powers and functions described under these subheadings "Plan Matters" and "Plan Funding" to the Administrative Committee or to the respective Plan Administrators, or other appropriate committees or individuals, if such delegation is consistent with the Company's overall compensation policies, provided however, that the Committee may not delegate the power to: create, authorize, approve, amend and/or terminate any new or existing incentive compensation or equity-based plan in which Section 16 Officers or directors participate; or terminate, or substantially reduce or freeze benefits or future accruals under, any plan other than welfare benefit plans.
Human Resources and Management Succession Matters
1. Review CEO and other management succession plans at least annually with the CEO, and ensure that they are reviewed with the Board at least annually, including succession of the CEO in the event of an emergency.
2. Advise and consult with management on other significant human resources matters, as appropriate.
V. GENERAL PROVISIONS
1. The Committee may establish such subcommittees of its members as it deems appropriate to assist it in its duties, provided that it retains ultimate responsibility for such matters as prescribed by the NYSE Rules.
2. The Committee shall have the sole authority to retain, terminate and approve fees and other retention terms for outside consultants to assist in the evaluation of director, CEO and executive compensation.
3. The Committee shall conduct an annual performance self-evaluation to ensure that the Committee is fulfilling its responsibilities in a manner that effectively serves the interests of the shareholders of the Company.