The Management Development and Compensation Committee (MDCC) shall be responsible to the board of directors for the company's management development and executive compensation processes.
The MDCC shall have responsibility for the company's management development and succession planning. In this role, the MDCC shall set policy and develop guidelines to provide for orderly CEO and key executive succession and review programs to ensure that appropriate development opportunities are provided for succession candidates. Specifically, the MDCC shall:
The MDCC shall also have responsibility for the company's executive compensation programs. The MDCC shall be responsible for defining the company's approach to compensation and developing guidelines and programs to support that approach. Specifically, the MDCC shall:
The committee shall assess its performance at least annually.
The MDCC shall be composed of not less than three directors. All MDCC members shall meet the definitions of (i) a "non-employee director" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and (ii) an "independent" director under the requirements of the New York Stock Exchange. The MDCC chairman shall be one of the member directors. The committee and its chairman shall be appointed by the board. The board may fill vacancies on the committee and may remove a committee member from the MDCC at any time with or without cause.
If at any time any member of the committee does not qualify as an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, the remaining members of the committee will constitute the committee for purpose of Section 162(m) of the code.
The MDCC shall have sole authority to retain and terminate consultants of its choice to advise it with respect to the company's executive compensation and incentive programs, including sole authority to approve the consultant's fees and other retention terms.
The MDCC shall meet at such times as deemed necessary by the MDCC chairman or any two members of the committee, but there shall be no less than two (2) meetings each year. Appropriate notice of all meetings shall be given by the Corporate Secretary to MDCC members.
A simple majority of MDCC members shall constitute a quorum. All decisions shall be made by the vote of a majority of the members present. The MDCC may delegate certain of its administrative responsibilities, as it deems appropriate, to a one member committee of the board. The committee shall report on its actions to the board.
The committee shall keep minutes of all business transacted at its meetings.