The Board of Directors of Newmont Mining Corporation (the
“Corporation”) has established a Compensation and Management
Development Committee (the “Committee”) comprised of at least
three directors appointed by the Board. The membership,
operations, authority, purpose, responsibilities and specific
duties of the Committee are described below:
Membership and Operations
To serve on the Committee, a director must be independent.
To be considered independent, a director must meet the
criteria for independence (a) required by the New York Stock
Exchange, the Securities and Exchange Commission, and any
applicable laws and regulations, and (b) established by the
Board in the Corporation’s Corporate Governance Guidelines or
Committee members shall serve until the successors shall be
duly designated and qualified. Any member may be removed at
any time, with or without cause, by a majority of the Board
then in office. Any vacancy in the Committee occurring for any
cause may be filled by a majority of the Board then in
The Committee’s chairperson shall be designated by the
Board. A majority of the members of the Committee shall
constitute a quorum for the transaction of business and the
act of a majority of those present at any meeting at which
there is a quorum shall be the act of the Committee.The
Committee may form and delegate authority to subcommittees
The Board of Directors has granted the Committee the
authority herein provided. The Committee has been, and shall
be, granted unrestricted access to all information and all
employees have been, and shall be, directed to cooperate as
requested by members of the Committee. The Committee has the
authority to retain, at the Corporation’s expense, persons
having special competencies (including, without limitation,
legal, accounting, compensation or other consultants and
experts) to assist the Committee in fulfilling its
responsibilities. The Committee has the sole authority to
terminate the Committee’s engagement of its experts in the
field of executive compensation and to approve the fees and
other terms of retention of such experts.
Purpose and Responsibilities
The Committee’s primary purposes are (1) to discharge the
responsibilities of the Board relating to compensation of the
Corporation’s directors, Chief Executive Officer and other
executive officers, and (2) to produce an annual report on
executive compensation for public disclosure in the
Corporation’s proxy statement or otherwise, as required by
applicable securities laws and the rules and regulations
Each of the lead executives of human resources and internal
audit shall have direct and unrestricted access to the
Committee as well as the opportunity to meet with the entire
Board. The purposes and provisions specified in this
Charter are meant to serve as guidelines, and the Committee is
delegated the authority to adopt such additional procedures
and standards as it deems necessary from time to time to
fulfill its responsibilities. Nothing herein is intended to
expand applicable standards of liability under state or
federal law for directors of a corporation.
The Committee is also expected to perform the following
- Review from time to time and approve the overall
management evaluation and compensation policies of the
Corporation, including, in particular, policies applicable
to the Corporation’s executive officers, to ensure that
management is rewarded appropriately for its contributions
to the Corporation’s growth and profitability and that such
compensation policies are aligned with the Corporation’s
objectives and shareholder interests.
- Review and approve goals and objectives relevant to the
compensation of the chief executive officer of the
- Evaluate the performance of the Corporation’s chief
executive officer in light of the above-referenced goals and
- Set the compensation of the Corporation’s chief
executive officer (including each of the individual elements
thereof) based on the above-referenced evaluation.
- Review and approve the compensation for executive
officers of the Corporation other than the chief executive
officer (including each of the individual elements thereof).
- Review, approve and periodically evaluate the
Corporation’s compensation and other benefit plans,
including incentive compensation and equity-based plans and
programs for executive officers and senior management, and
make recommendations as necessary. Review and approve any
amendments and modifications to any such plan or program
requiring approval of the Board of Directors, subject always
to applicable shareholder approval requirements.
- Review, approve and periodically evaluate compliance
with the Corporation's executive share ownership guidelines.
- Establish rules and regulations and perform all other
administrative or management duties required of the Board or
the Committee by the provisions of any compensation or
benefit plan maintained by the Corporation.
- Review and approve the granting of options, restricted
stock, stock appreciation rights and other equity-based
grants to the Corporation’s executive officers and senior
management consistent with the Corporation’s incentive
compensation plans and programs and compensation and
retention strategy, subject to ratification by the Board.
- Review, periodically evaluate and make recommendations
to the Board regarding the compensation and benefits for the
Corporation’s non-employee directors.
- Review and approve plans of the Corporation for
management development and senior managerial succession.
- Make an annual report to the Board on succession
planning which should include policies and principles for
chief executive officer selection and performance review as
well as policies regarding succession in the event of an
emergency or the retirement of the chief executive officer.
- Oversee compliance with the applicable compensation
reporting requirements of the Securities and Exchange
- Conduct an annual performance self-evaluation of the
- Apprise the Board regularly of significant developments
in the course of performing the above duties, including
reviewing with the full Board any issues that arise.
- Review and reassess the adequacy of this charter on a
regular basis and submit any proposed revisions to the Board
for consideration and approval.
Approved by the Board of Directors, as revised, on July