Charter of the Compensation & Management Development Committee

Mission
Membership
Authorities and responsibilities

Mission
The Compensation & Management Development Committee reviews and approves the corporation's compensation and benefit programs; ensures the competitiveness of these programs; and advises the Board on the development of and succession for key executives.

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Membership
The Compensation & Management Development Committee shall be composed solely of non-management directors, each of whom shall be independent as defined in the Corporate Governance Principles of the Board. Each member shall also be an outside director for purposes of Section 162(m) of the Internal Revenue Code and a non-employee director for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16").

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Authorities and responsibilities

The committee will:

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