CHARTER OF COMPENSATION COMMITTEE
The Compensation Committee shall evaluate and recommend the compensation of the executive officers of the Company to assure that they are compensated effectively in a manner consistent with the overall objectives of the Company, taking into consideration historical compensation levels, internal equity considerations, competitive practice, and any requirements of appropriate regulatory bodies. The Committee also shall communicate to shareholders regarding the Company's compensation policies and the reasoning behind such policies as required by the Securities and Exchange Commission (“SEC”).
2. Membership and Qualification
The Committee shall consist of two or more “independent directors” as defined in and determined pursuant to the Corporate Governance Policies of the New York Stock Exchange (“NYSE”). The Committee members shall be elected annually by the Board for terms of one year, or until their successors shall be duly elected and qualified. The Board may remove any Committee member at any time. Unless a Committee Chairman is elected by the full Board , the Committee members may designate a Chairman.
3. Meetings and Other Actions
The Committee will meet at least once a year and at such additional times as may be necessary to carry out its responsibilities. Meetings may be called by the Chair of the Committee, or at the request of the Chief Executive Officer of the Company. All meetings of and other actions by the Committee shall be held and taken pursuant to the Bylaws of the Company, including Bylaw provisions governing notice of meetings and waiver thereof, the number of Committee members required to take actions at meetings and by written consent, and other related matters.
Reports of meetings of and actions taken at meetings or by consent by the Committee since the most recent Board meeting (except to the extent covered in an interim report circulated to the Board) shall be made by the Committee Chairman or his/her delegate to the Board of Directors at its next regularly scheduled meeting following the Committee meeting or action and shall be accompanied by any recommendations from the Committee to the Board of Directors. In addition, the Committee Chairman or his/her delegate shall be available to answer any questions the other Directors may have regarding the matters considered and actions taken by the Committee.
4. Responsibilities and Authority
In carrying out its mission, the Committee shall have the following responsibilities and authority (it being understood that the Committee may condition its approval of any compensation decision on Board ratification to the extent required to comply with applicable tax law or SEC Rule 16b-3):
5. Additional Resources
The Compensation Committee shall have the right to use reasonable amounts of time of the Company's internal staff and services and may, with the approval of the Board, hire independent consultants, including counsel, to assist and advise the Committee in connection with its responsibilities. If the Board so approves, the Committee shall have the sole authority to retain or terminate any such consultant, including the authority to approve the consultant's fees and other retention terms. The Committee shall not be entitled to use the Company's independent accountants for any assistance unless the Audit Committee shall have determined that the rendering