2004 Committee Charter : UGIUGI CORPORATION
CHARTER of the
COMPENSATION AND MANAGEMENT
of the BOARD OF DIRECTORS
The Board of Directors of UGI Corporation (the "Company") has determined that the Compensation and Management Development Committee of the Board shall assist the Board in fulfilling certain of the Board's oversight responsibilities. The Board hereby adopts this charter to establish the governing principles of the Compensation and Management Development Committee.
Membership of the Compensation and Management Development Committee
A. The Board shall appoint the members of the Compensation and Management Development Committee at the Board's annual organizational meeting and the members shall serve until the next such meeting or until their successors are appointed by the Board. The Board may also fill interim vacancies and remove and replace any member of the Committee at any time. The Board shall designate one member to serve as Chair of the Committee.
B. The Compensation and Management Development Committee shall be composed of not less than three members who are neither officers nor employees of the Company or any of its affiliates. The members will be Directors who are free of any relationship that, in the opinion of the Board, would interfere with their exercise of independent judgment as Committee members. Members of the Compensation and Management Development Committee shall also meet any additional requirements of applicable law and of the principal market or transaction reporting system on which the Company's securities are traded or quoted (i.e. New York Stock Exchange).
Meetings of the Compensation and Management Development Committee
The Compensation and Management Development Committee shall hold at least two regular meetings annually. In addition, the Committee shall hold other meetings at such times and places as the Chair and the members of the Committee may deem appropriate. The Committee shall report periodically, but no less than once annually, to the Board concerning the deliberations at its meetings.
Responsibilities of the Compensation and Management Development Committee
Review and evaluate, at least annually, the performance of the Chief Executive Officer in pursuing (i) the goals and objectives set forth in the Company's Budget and Three Year Plan for the year then ended and (ii) the goals and objectives for his or her leadership for the year
then ended as agreed upon with the Board, and provide the Board with its analysis and recommendation regarding the annual compensation of the Chief Executive Officer.
Review with the Chief Executive Officer the evaluation of the performance of senior management, comprising those officers of the Company designated by the Board pursuant to Rule 16a-1 of the rules promulgated pursuant to the Securities Exchange Act of 1934.
Review and approve general compensation guidelines for senior management, including proposed salary ranges and merit increase guidelines.
Approve actual salaries and bonus payments for members of senior management and approve any changes in the salary grades and bonus levels for senior management
Oversee the Company's annual bonus plan for senior management and its long term incentive plans and approve targets for payments under the annual bonus plan for senior management and for awards under long term incentive plans.
Review compensation plans for senior management and other management employees, comparing such plans to those of the Company's peer groups, ensuring appropriate levels of incentive to management and aligning management's objectives with the interests of stakeholders.
Review annually management's summary report on:
- salaries and bonus payments for executives and managers other than senior management;
- changes in the salary grades and bonus levels for executives and managers other than senior management;
- changes to exempt, non-exempt and bargaining unit personnel compensation levels.
Where appropriate, oversee the selection and performance of outside consultants, legal counsel and other advisors retained to review the Company's executive compensation program, recommend to the Board approval or modification of the recommendations of such consultants, and enter into retention agreements with any such consultants or advisors establishing their fees and any other retention terms. The Committee shall have sole authority to retain and terminate consultants or advisors requested to assist in the evaluation of executive compensation and to review and approve such consultants' or advisors' fees and other retention terms.
Review the succession plan for each member of senior management as proposed each year by the Chief Executive Officer. To assist the Compensation and Management Development Committee with this task, the Chief Executive Officer provides the Committee with her/his evaluation of each member of senior management and each member of that group meets with
the Committee to review the succession plan for her/his immediate subordinates. The Chair of the Compensation and Management Development Committee then leads a discussion by the Board of the succession plan for senior management.
Assist the Board with establishing the succession plan for the position of Chair of the Board and Chief Executive Officer.
Review annually the Company's affirmative action plan and its attainment of the goals set forth in that plan and generally assess the diversity of the Company's workforce.
Issue to the Board and publish in the Company's annual proxy statement the report required by the rules of the Securities and Exchange Commission.
Review and reassess the adequacy of this charter on an annual basis and recommend changes to the Board as needed.
Conduct an annual performance self-evaluation and report to the Board the results of that self-evaluation.
The foregoing list of duties is not exhaustive, and the Committee may, in addition, perform such other functions as may be necessary or appropriate for the performance of its duties. The Committee shall have the power to delegate its authority and duties to subcommittees or individual members of the Committee as it deems appropriate.
Approved by Board of Directors on April 29, 2003