Compensation and Benefits
The primary purpose of the Compensation and Benefits
Committee (the “Committee”) is to assist the Board of Directors (the “Board”)
of IMS Health Incorporated (the “Company”) in the discharge of its
responsibilities to the shareholders, potential shareholders, other
constituents and the investment community by overseeing: (i) the executive
compensation practices of the Company; (ii) administration of the Company’s
compensation and benefits programs for employees and non-employee members of
the Board including but not limited to awards of equity interests; and (iii)
the production of an annual report on executive compensation for inclusion in
the Company’s proxy statement.
At the recommendation of the Nominating and Governance
Committee, the Board shall appoint (and remove) all members and the Chairman of
the Committee. All members of the Committee shall be members of the Board, each
of whom has been determined by the Board to: (i) meet the independence requirements
of the New York Stock Exchange (“NYSE”) as implemented by the Board; (ii)
qualify as “non-employee directors” within the meaning of Rule 16b-3 of the
Securities Exchange Act of 1934 (the “1934 Act”) and the rules promulgated
thereunder by the Securities and Exchange Commission (“SEC”), as amended from
time to time; and (iii) meet the “outside director” requirements of Section
162(m) of the Internal Revenue Code of 1986 and the rules and regulations
promulgated thereunder, as amended from time to time. Members should have
sufficient knowledge and familiarity in the area of compensation practices and
policies to discharge the duties and responsibilities of the Committee. The
Chairman will chair all regular sessions of the Committee and set the agendas
for Committee meetings. No action of the Committee shall be invalid or void
solely because of a failure of any member to meet the requirements of this
The Committee shall have and may exercise the powers of
the Board in matters relating to the following duties and responsibilities, to
the fullest extent permitted by law:
The Committee shall interpret, implement and administer all aspects of
remuneration, including but not limited to the compensation and benefits
of all executive officers, members of management, all other employees of
the Company and its subsidiaries and non-employee members of the
Board. In carrying out this duty, the Committee’s responsibilities
shall include, but not be limited to:
(i) Establish and administer compensation and benefits policies,
plans and programs and determination of eligible employees and the type,
amount and timing of such compensation and benefits provided or paid
pursuant to such policies, plans and programs.
(ii) Monitor, on an on-going basis, such policies, plans and
programs, and adopt or recommend amendments to or new policies, plans and
programs, including all incentive compensation and equity-based plans.
(iii) Establish annual and long-term performance criteria and goals
at the beginning of each performance period pursuant to any Company
incentive plans, and certify results achieved at the end of each
performance period, for all executive officers of the Company.
(iv) Make individual compensation determinations including, but not
limited to, salary, annual and long-term incentive awards of cash and
stock, stock option grants, other equity grants, and the totals thereof,
with respect to the Company’s Chief Executive Officer (“CEO”), all
executives reporting directly to the CEO and all officers who are
“insiders” subject to Section 16 of the 1934 Act (collectively, the “Board
Review Group”). All such determinations shall be presented to the Board
for its review, and in the case of the CEO, such determination shall be
presented to the Board for its ratification. Determination of the CEO’s
compensation shall be based upon the Board’s evaluation of the performance
of the CEO, which shall be presented to this Committee by the Chairman of
the Nominating and Governance Committee, and such other non-performance
related matters as the Committee deems appropriate.
(v) Consider, among other factors, individual, business unit and
Company strategic progress and performance relative to prior years’
results, economic and business conditions, annual and long-term goals, and
comparative/competitive pay and performance levels in carrying out the
Committee's duties hereunder.
(vi) Review and approve all executive employment contracts and other
compensatory, severance or change-in-control arrangements for
current and former members of the Board Review Group.
(vii) Review and recommend to the Board compensation arrangements for
non-employee members of the Board, and assist the Board, in coordination
with the Nominating and Governance Committee, in developing corporate
governance guidelines relating to director compensation.
(viii) Annually review the executive performance appraisal process
and program and the management development and succession planning
policies and programs of the Company with the CEO and present to the Board
for its review the results of such review.
(ix) Administer the Company’s employee and executive benefit plans,
programs and practices, including responsibility for the selection and
retention of trustees to have custody of plan assets, the selection and
retention of asset managers for such plans and the determination of
investment guidelines and portfolio objectives applicable thereto.
(x) Establish and periodically review policies and practices relative
to Board Review Group perquisites and expense accounts.
(xi) Reassess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval.
(xii) Annually review and evaluate the performance of the Committee
including compliance by the Committee with this Charter.
Approval Requirements: The foregoing
notwithstanding, any policies, plans and programs that provide for
material compensation of non-employee directors or that reserve equity
securities for issuance in connection with options or other equity awards,
and material amendments to such programs, shall be subject to approval of
the Board, and to the extent required by law, stockholders of the Company.
The Committee may delegate the authority granted hereunder, subject to
applicable limitations under the Delaware General Corporation Laws.
Such delegation may include delegation to a subcommittee, in order to
ensure compliance with legal and regulatory obligations, to ensure timely
decision making or for other purposes. Such delegation may also
include delegation to management or any member or members of the Board
Review Group, but only with respect to compensation matters affecting
employees other than members of the Board Review Group.
and Reporting: The Committee shall produce annual
reports summarizing compensation policies for the Company’s CEO and other
executive officers and explain the relationship between executive officer
compensation and the Company’s performance, as required by the SEC, the
NYSE and generally accepted business practices, for inclusion in the
Company’s proxy statement in accordance with SEC rules and regulations.
Meetings and Reports to
The Committee shall schedule at least four regular meetings
per year, at which a Secretary, designated by the Committee members, shall keep
minutes. The Committee shall meet in executive session at least on an annual
basis. The Chairman of the Committee shall report on the Committee’s activities
and actions to the Board at each Board meeting immediately following each
The Committee shall have the sole authority and
discretion to retain outside compensation consultants, legal counsel or other
independent third-party experts to advise the Committee in discharging its
duties and responsibilities.