HUMAN RESOURCES COMMITTEE CHARTER
Composition and Term of Office
The Board of Directors has created and shall designate annually three or more members as the Human Resources Committee. Each Committee member must satisfy the applicable New York Stock Exchange requirements for independence as determined by the Board. Desirable qualifications for Committee members include experience in business or professional management, executive compensation, employee benefits, and human resources. The members shall be designated annually by a majority of the full Board upon recommendation of the Nominating/Corporate Governance Committee, and may be removed, at any time, with or without cause, by a majority of the full Board.
The Committee shall discharge the Board’s duties concerning executive compensation. It shall render a report annually which complies with Securities and Exchange Commission regulations for inclusion in the Company’s annual proxy statement.
The Committee shall have the following primary responsibilities:
Committee Performance Evaluation
The Committee shall annually conduct an evaluation of its performance in fulfilling its responsibilities and meeting its goals, as outlined above.
A majority of Committee members shall constitute a quorum for the transaction of business. The action of a majority of those present at a meeting at which a quorum is attained, shall be the act of the Committee. The Committee may delegate matters within its responsibility to subcommittees composed of certain of its members. The Committee shall meet as required, keep a record of its proceedings, and report thereon from time to time to the Board of Directors.
by the Board of Directors on