The primary function of the
Compensation Committee (the "Committee") is to assist the
Board of Directors of International Speedway Corporation (the
"Company") in fulfilling its responsibility for assuring that
the officers and key management personnel of the Company are
effectively compensated in a manner which is internally equitable,
externally competitive and advances the long-term interests of the
Committee shall be comprised of at least three members of the Board,
each of whom must meet the independence criteria set forth in the
Company's Corporate Governance Standards for the Board of Directors at
all times during his or her tenure on the Committee.
The Board believes that any director
who is "independent" should also qualify as a
"non-employee director"1 under Rule
16b-3 promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and as an "outside director"2 under Section
162(m)3 of the Internal Revenue Code, as amended (the
A "non-employee director" is a director that (a) is not
currently an officer of the Company or a parent or subsidiary thereof,
or otherwise currently employed by the Company or a parent or
subsidiary thereof, (b) does not receive compensation, either directly
or indirectly, from the Company or a parent or subsidiary thereof, for
services rendered as a consultant or in any capacity other than as a
director, except for an amount that does not exceed the $60,000
threshold for which disclosure would be required pursuant to Item
404(a) of Regulation S-K under the Securities Act of 1933, as amended,
(c) does not possess an interest in any other transaction for which
disclosure would be required pursuant to Item 404(a) of Regulation S-K,
and (d) is not engaged in a business relationship for which disclosure
would be required pursuant to Item 404(b) of Regulation S-K.
An "outside director" is a director that (i) is not a current
employee of the Company, (ii) is not a former employee of the Company
who receives compensation for prior services (other than benefits under
a tax-qualified retirement plan), (iii) has not been an officer of the
Company, and (iv) does not receive remuneration from the Company,
either directly or indirectly, in any capacity other than as director.
Section 162(m) relates to the deductibility of remuneration in excess
of $1 million paid to a CEO or the other four highest paid executive
officers of a public company. The payment of "qualified
performance-based compensation" by a public company that is approved
by a committee of "outside directors" is exempt from the $1
as such director has never served as an officer of the Company. Any
member of the Committee who fails to meet all the criteria of an
"outside director" shall refrain from considering or acting
upon any matter subject to Section 162(m) of the Code.
The members of the Committee shall be
elected by the Board at the annual meeting of the Board to serve until
the next annual meeting of the Board or until their successors shall be
duly elected and qualified. Unless the Board elects a Chair, the
members of the Committee may designate a Chair by majority vote of the
Committee membership. The Chair will periodically report the
Committee's findings and conclusions to the Board.
The Committee shall meet at least
three times annually, or more frequently as circumstances dictate. In
furtherance of the Committee's responsibility to foster the development
of compensatory arrangements that are designed to both motivate
recipients and advance the interests of the Company's shareholders, the
Committee may confer at least annually with the Company's Chief
Executive Officer and any independent compensation consultants retained
by the Company. The Committee will be assisted by the Company's Senior
Director of Human Resources. The Company’s Assistant Secretary will
serve as executive secretary of the Committee.
Responsibilities and Duties
fulfill its responsibilities and duties with respect to officers and
key management personnel, the Committee shall:
Assist the Company in defining a total executive
compensation philosophy that supports the Company’s overall strategy
and objectives; attracts and retains key executives; links total
compensation to financial performance, the attainment of short and long
term strategic, operational, and financial objectives; and provides
competitive total compensation opportunities at a reasonable cost,
while enhancing the ability to fulfill the Company’s objectives.
Review and approve annually the corporate goals and
objectives relative to the compensation of the Company's Chief
Executive Officer, evaluate the performance of the Company's Chief
Executive Officer in the light of those goals and objectives, provide
feedback to the Company's Chief Executive Officer and set the annual
compensation level of the Company's Chief Executive Officer based on
Review and approve annually the corporate goals and
objectives relative to the compensation of the elected officers of the
Company (other than the Chief Executive Officer) and, if appropriate,
approve the compensation arrangements proposed by the Company's Chief
Executive Officer for all elected officers (other than himself).
Propose the adoption, amendment, and termination by the
Board of Directors, and shareholders, if required, of stock option
plans, stock appreciation rights plans, pension and profit sharing
plans, stock bonus plans, stock purchase plans, bonus plans, deferred
compensation plans, employment agreements and other similar programs
(the "Compensation Plans"). The Committee shall also
administer and interpret the Compensation Plans, establish performance
targets under the Company’s bonus and incentive plans, exercise
oversight responsibility over other compensation programs of the
Company, and review the structure, cost effectiveness, and competitive
position of the Company’s compensation programs. All incentive
compensation plans will link executive compensation directly and
objectively to measure financial and non-financial goals set in advance
by the Committee.
Grant rights, participation and interests in
Compensation Plans to eligible participants and pre-approve all
transactions in the Company's securities, by and between the Company and
any director and executive officer of the Company, for which exemptive
treatment from Section 16(b) of the Exchange Act is sought.
Review and approve the report on the Company's
compensation policies for executives for inclusion in the Company's
proxy or information statement for use in connection with each annual
meeting of shareholders ("Information Statement") in
accordance with applicable rules and regulations.
Review and approve such other compensation matters as
the Board or the Chief Executive Officer of the Company wishes to have
the Committee approve.
Select, monitor and revise, as appropriate, the universe
of companies against which the Company is compared in the stock
performance chart set forth in each annual Information Statement.
Ensure the Company's total executive compensation
program and practices are designed with full consideration of all tax,
accounting, legal and regulatory requirements.
Keep abreast of current trends, developments, and
emerging issues in executive compensation outside of the Company.
Perform such additional functions and have such
additional powers as may from time to time be expressly delegated to
the Committee by the Board.
The Committee shall conduct its operations in accordance
with the procedures set forth in the Company's Code of By-Laws
applicable to the operations of the Board, except to the extent that
such procedures are modified on superseded by the terms of this
Charter. The Committee shall have the authority to adopt such
additional procedures for the conduct of its business as are not
inconsistent with those referred to in the preceding sentence. The
Committee shall have no authority to delegate its responsibilities to
Review this Charter and assess the performance of this
Committee and its members at least annually and recommend updates and
changes to the Board as conditions warrant.