Committee Purpose

 

 

 

 

 

The Compensation and Human Resources Committee shall monitor and recommend to the Board the compensation, benefits and performance of the Chief Executive Officer and Principal Officers of the Company.

 

 

 

 

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Committee Composition

 

 

The Compensation and Human Resources Committee is established by the Board of Directors of the Company and shall consist only of independent outside Directors as members of the full Board. In addition, subject to temporary exclusion from a meeting by the Chairman of the Committee, the Chief Executive Officer shall be in attendance at meetings of the Committee. The Chairman of the Committee shall be designated by the Board of Directors. The Committee, after discussion with the Independent Board members, may retain outside legal or other experts it deems necessary in the performance of its duties.

 

 

 

 

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Responsibilities

 

 

The Committee shall meet at least two times per year with the responsibility for the following duties and others as assigned by the Board of Directors.

 

 

 

 

1.

To review and recommend to the full Board the Compensation and Benefits for the Chief Executive Officer.

 

 

2.

 

To review with the input of the Chief Executive Officer, and recommend to the full Board, the Compensation and Benefits for Principal Officers of the Company.

 

 

3.

 

To review and recommend to the full Board the structure and payment of the Annual Bonus Program for the Chief Executive Officer and Principal Officers.

 

 

4.

 

To review and recommend to the full Board all Long-term Compensation Plans and Measurements for awards, such as stock options and other programs for the Chief Executive Officer and Principal Officers.

 

 

5.

 

To review and monitor annually with Management the organizational structure for the Corporate Office and subsidiaries.

 

 

6.

 

To review and monitor with Management the performance and development of key personnel for the purposes of Succession Planning and review with the full Board not less than every two years.

 

 

7.

 

With the approval and at the direction of the full Board, to review and discuss with the Chief Executive Officer any performance issues related to the individual performance of the Chief Executive Officer and other Key Management personnel.