HUMAN RESOURCES COMMITTEE CHARTER
 

 

(As approved by the Board of Directors on December 16, 2004)

Purpose

The Human Resources Committee is appointed by the Board of Directors (the “Board”) to discharge the Board’s responsibilities relating to compensation of the Chief Executive Officer and all of the Corporation’s executive officers. The Human Resources Committee has overall responsibility for evaluating and recommending approval by the independent members of the Board of all compensation plans, policies, and programs of the Corporation as they affect the Chief Executive Officer and executive officers.

The Human Resources Committee is also responsible for producing an annual report on executive compensation for inclusion in the Corporation’s proxy statement.

Committee Membership

The Human Resources Committee shall consist of no fewer than three (3) members of the Board, each of whom shall meet the independence requirements of the New York Stock Exchange listing standards, and any other applicable laws, rules and regulations governing independence, as determined by the Board. The members of the Human Resources Committee shall be appointed annually by the Board on the recommendation of the Corporate Governance, Nominating and Ethics Committee, and may be removed or replaced by the Board in its discretion. The Board shall designate the Chair of the Human Resources Committee.

Committee Authority and Responsibilities

The Human Resources Committee shall have the following authority and responsibilities:

  1. Subject to Board approval, to establish compensation policy consistent with corporate goals and objectives and shareholder interests.
     
  2. Together with the independent members of the Board, to evaluate at least once a year the Chief Executive Officer’s performance in light of established goals and objectives. Based upon these evaluations the Human Resources Committee shall recommend for approval by the independent members of the Board the Chief Executive Officer’s annual compensation, including salary, bonus, incentive and equity compensation.
     
  3. To review and recommend for Board approval changes in the annual base salaries and annual incentive opportunities of the executive officers. In addition, periodically and as and when appropriate, the Human Resources Committee shall review and recommend for approval by the independent members of the Board the following as they affect the Chief Executive Officer and the executive officers: (a) all other incentive awards and opportunities, including both cash-based and equity-based awards and opportunities; (b) any executive officer employment agreements and severance arrangements; and (c) any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits. In addition, the Human Resources Committee shall receive periodic reports on the Corporation’s compensation programs as they affect all employees. Finally, the Human Resources Committee shall review and recommend for approval by the independent members of the Board any special or supplemental compensation and benefits for the Chief Executive Officer and the executive officers and individuals who formerly served as the Chief Executive Officer and/or as executive officers, including supplemental retirement benefits and the perquisites provided to them during and after employment.
     
  4. Notwithstanding the foregoing, if any grant or award to the Chief Executive Officer or any other executive is intended to qualify for the performance-based compensation exemption from the limitations on deductibility of executive compensation imposed by Section 162(m) of the Internal Revenue Code of 1986, as amended, or any successor thereto, the Human Resources Committee, rather than the independent members of the Board, shall approve such award, but it may refer such award to the independent members of the Board for ratification.
     
  5. To evaluate the methods for establishing the amounts, types and competitiveness of Director compensation benefits, including under any incentive compensation plans and equity-based compensation plans.
     
  6. To assist the Board in CEO succession planning and to review succession plans for all other key management and technical positions of the Company.
     
  7. To assure systems are in place for development of management competencies that are linked to those competencies identified to be critical to attaining the business and strategic plans of the Company.
     
  8. To monitor the Corporation’s compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to 401(k) plans and loans to directors and officers and with all other applicable laws affecting employee compensation and benefits.
     
  9. To oversee the Corporation’s compliance with the requirement under the New York Stock Exchange rules that shareholders approve equity compensation plans, with limited exceptions.
     
  10. To prepare and publish an annual executive compensation report in the Corporation’s proxy statement.

The Human Resources Committee shall have at least three (3) regularly scheduled meetings each year.

The Human Resources Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Human Resources Committee may deem appropriate, in its sole discretion.

The Human Resources Committee shall have the authority to obtain advice and assistance, as needed, from internal or external compensation consultants, legal, accounting, and other advisors as it may deem appropriate, in its sole discretion. The Human Resources Committee shall have sole authority to approve such advisors’ fees and other retention terms.

The Human Resources Committee shall regularly report to the Board on its activities.

The Human Resources Committee shall conduct annual evaluations of its performance, annually assess the adequacy of this Charter and recommend any proposed changes to the Board for approval.