Organization and Compensation
I. PURPOSE AND ACTIVITIES
A. Statement of Purpose
The Organization and Compensation Committee (the "Committee") shall
provide assistance to the Company's Board in fulfilling its
responsibilities relating to the Company's organizational structure and
the compensation of the Company's executive officers. In connection
therewith, the Committee shall prepare the annual report on executive
officer compensation to be included in the Company's annual report and
proxy statement, as required by the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
The primary responsibilities of the Committee are to review and monitor
the Company's organizational structure, to oversee and make
recommendations regarding the compensation policy for senior management,
and to regularly report the results of its activities to the Board. In
discharging its oversight role, the Committee has the authority, without
seeking approval of the Board, to engage, retain and terminate, when
appropriate, independent legal counsel, compensation consulting firms and
other advisors it determines necessary to carry out its responsibilities
and shall receive appropriate funding from the Company, as determined by
the Committee, for payment of compensation to any such advisors. To assist
it in carrying out its responsibilities, the Committee may delegate any
portion of its responsibilities to a subcommittee denominated by it.
As part of its responsibilities, the Committee
- Review and monitor the organizational structure of the Company and
recommend any changes to the Board.
- Oversee an annual evaluation of the functions of management and make
recommendations on changes.
- Review and discuss, with the Chief Executive Officer on an ongoing
basis, senior management succession planning. In addition, make
recommendations to the Board what steps should be taken as a result of
the serious illness of a member of senior management.
- Review and approve corporate goals and objectives relevant to the
Chief Executive Officer's compensation, evaluate the Chief Executive
Officer's performance in light of those goals and objectives and set the
Chief Executive Officer's compensation level based on this evaluation.
- Review and approve corporate goals and objectives relevant to
corporate officers and group executive officers of the Company's
principal operating units and set the overall compensation policy for
such corporate officers and group executive officers, including salary,
bonus and incentive awards.
- Recommend the appointment of corporate officers and group executive
officers of the Company's principal operating units, monitor the
performance of such corporate officers and group executive officers and
annually oversee an evaluation of senior management.
- Review, monitor and make recommendations to the Board with respect
to the adoption, amendment and termination of the Company's
incentive-compensation and equity-based plans that are subject to Board
approval, oversee the administration of such plans, and discharge any
duties imposed on the Committee by any of those plans.
- Review and make recommendations to the Board regarding the Company's
employment and workplace policies and practices, including those
relating to equal employment opportunity, nondiscrimination, diversity
in the workplace and environmental, health and safety policies.
- Establish stock ownership guidelines for executive officers and
monitor compliance therewith;
- Conduct an evaluation of the Committee's performance, at least
annually, to determine whether it is functioning effectively.
- Review the adequacy of this Charter, at least annually, and
recommend any changes to the Board.
- Report regularly to the full Board with respect to the Committee's
performance of its responsibilities under this Charter.
The Committee shall consist of at least four directors appointed
annually by the Board on the recommendation of the Governance Committee,
all of whom shall be "independent directors." For purposes hereof, an
"independent director" means a director who satisfies the "independence"
requirements of the New York Stock Exchange, and any other applicable law,
rules and regulations, as determined by the Board. Additionally, members
of the Committee must qualify as "non-employee directors" for purposes of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and
"outside directors" for purposes of Section 162(m) of the Internal Revenue
Code. The Board shall designate one member as the chair. The Board may
replace Committee members.
The Committee shall meet quarterly, prior to the regular meetings of
the Board. The Committee shall meet more frequently to the extent deemed
necessary or appropriate by its members. At each regular meeting of the
Board, the Committee shall report to the full Board with respect to the
Committee's meetings and activities. A majority of the Committee shall
constitute a quorum.
Last Revised: 2/2/2005