The Board of Directors of The PMI Group, Inc. has established the Compensation Committee to discharge the Board's responsibilities relating to compensation of the Corporation's executives. The Committee has overall responsibility for evaluating and approving the executive compensation plans, policies and programs of the Corporation. The Committee also shall provide general oversight of the Corporation's compensation and benefit plans, policies and programs that pertain to employees other than executive officers. When appropriate, the Committee shall make recommendations to the Board with respect to non-CEO compensation, incentive-based compensation plans and equity-based plans.
The Committee is also responsible for producing an annual report on executive compensation required to be included in the Corporation's proxy statement pursuant to applicable rules and regulations.
Committee Composition. The Committee must consist of no less than three and no more than six directors, and the Committee shall comply with the independence requirements of the New York Stock Exchange and any standards of independence as may be prescribed for purposes of any federal securities, tax or other laws relating to the Committee's duties and responsibilities. The Board designates the members and the Chair(s) of the Committee upon the recommendation of the Governance and Nominating Committee, with the concurrence of the Board Chair.
Qualifications for Committee membership include, but are not limited to, one or more of the following:
(a) Experience in managing a diverse group of executives and other employees, including exposure to compensation policies and practices;
(b) Experience relating to executive compensation oversight or design for a public company;
(c) Experience on a public company board of directors or committee; or
(d) Other qualifications that, in the opinion of the Board of Directors, would add value to the Committee in discharging its responsibilities.
6. The Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of CEO or executive compensation and shall have the sole authority to approve the consultant's fees and other retention terms.
7. The Committee shall administer, amend and make grants of options, restricted stock and other rights under all stock option plans and other benefit plans (unless otherwise specified in plan documents or in resolutions of the Board) from time to time in accordance with the terms and provisions thereof and shall, among other things, (i) construe and interpret such plans and the respective options, restricted stock and other rights granted thereunder, (ii) establish and amend the rules for the administration of such plans, (iii) correct any defect or omission or reconcile any inconsistency in such plans or in any option, restricted stock or other right granted thereunder, and (iv) have such other responsibilities as set forth in such plans. In particular --
(a) The Committee shall act on behalf of the Board in adopting, amending, modifying or terminating all employee benefit plans and arrangements that require action by the Board;
Committee shall review and assess the Corporation's policies and procedures
relating to all 401(k) plans or similar plans maintained by the Corporation
to purchase, sell or otherwise acquire or transfer any interest in the equity
of the Corporation;
10. The Committee shall review any plans, policies or agreements relating to loans to employees of the Corporation. This review shall include an assessment regarding legal compliance, as well as an evaluation of the benefits and risks to the Corporation of maintaining such loans or programs.
11. The Committee shall:
(a) Annually review its performance;
(b) Report to the Board on its activities;
(c) Maintain minutes of its meetings and other records relating to its meetings and activities;
(d) Have authority to obtain, at the expense of the Corporation, advice and assistance from internal or external legal, accounting or other advisors; and
(e) Review and assess the adequacy of this Charter and recommend to the Board any proposed changes.
(a) One or more officers or employees of the Corporation whom the Committee member reasonably believes to be reliable and competent in the matters presented;
(b) Counsel, independent auditor, or other persons as to matters that the Committee member reasonably believes to be within the professional or expert competence of such person; and
(c) Other committees of the Board as to matters within its designated authority that the Committee member reasonably believes to merit confidence.