WESTAR ENERGY, INC.
A Kansas corporation
(the “Company”)
Compensation Committee Charter
Adopted December 10, 2003

Purpose
The Compensation Committee is created by the Board of Directors of the Company to:

  • review the Company’s compensation and benefits policies generally;
  • evaluate senior executive performance and review the Company’s management succession plan;
  • review and approve compensation and benefits for the Company’s senior executives, in consultation with the Company's chief executive officer and subject to ratification by the Board; and
  • produce the report on executive compensation that Securities and Exchange Commission rules require to be included in the Company’s annual proxy statement.

Membership
The Compensation Committee shall consist of at least three and no more than six members, comprised solely of independent directors meeting the independence requirements of the New York Stock Exchange. Annually, or as vacancies or newly created positions may occur in the interim, the Nominating and Corporate Governance Committee shall recommend Compensation Committee members and a Chairman to the Board. Compensation Committee members and a Chairman shall be appointed by the Board and may be removed by the Board at any time.

Authority and Responsibilities
In addition to any other responsibilities which may be assigned from time to time by the Board, the Compensation Committee is responsible for the following matters.

Compensation Policies

  • The Compensation Committee, in consultation with the chief executive officer, shall review the Company’s compensation and benefits policies generally, including reviewing and approving any equity based plans, subject, if applicable, to shareholder ratification. In reviewing such compensation and benefits policies, the Compensation Committee may consider the recruitment, development, promotion, retention and compensation of senior executives and other employees of the Company and any other factors that it deems appropriate. The Compensation Committee shall seek Board ratification of its recommendations with respect to equity based plans.

Executive Compensation

  • The Compensation Committee shall review and approve for the Company’s chief executive officer and all Section 16 officers his or her (i) annual base salary level, (ii) annual incentive compensation, (iii) long-term incentive compensation, (iv) employment, severance and change-in-control agreements, if any, and (v) any other compensation, ongoing perquisites or special benefit items. Incorporated in each executive's review shall be consideration of the corporate goals and objectives relevant to executive compensation and each executive's performance in light of such goals and objectives. The Compensation Committee shall seek Board ratification with respect to each senior executive's compensation.
  • The Compensation Committee shall review with respect to all other officers of the Company his or her (i) annual base salary level, (ii) annual incentive compensation, and (iii) long-term incentive compensation.
  • The Compensation Committee may delegate to one or more officers of the Company the authority to make grants and awards of stock rights or options to any non-Section 16 officer of the Company under such of the Company’s incentive-compensation or other equity-based plans as the Compensation Committee deems appropriate and in accordance with the terms of such plans.

Management Succession

  • The Compensation Committee shall, in consultation with the chief executive officer, periodically review the Company’s management succession planning including policies for chief executive officer selection and succession in the event of the incapacitation, retirement or removal of the chief executive officer, and evaluations of, and development plans for, any potential successors to the chief executive officer.

Disclosure

  • The Compensation Committee shall produce the report on executive compensation that Securities and Exchange Commission rules require to be included in the Company’s annual proxy statement.

Reporting to the Board

  • The Compensation Committee shall report to the Board periodically. This report shall include a review of any recommendations or issues that arise with respect to Company compensation and benefits policies, executive compensation, management succession planning and any other matters that the Compensation Committee deems appropriate or is requested to be included by the Board.
  • At least annually, the Compensation Committee shall evaluate its own performance and report to the Board on such evaluation.
  • The Compensation Committee shall periodically review and assess the adequacy of this charter and recommend any proposed changes to the Nominating and Corporate Governance Committee.

Procedures
The Compensation Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this charter, including in periodic executive sessions without management participation. The Chairman of the Compensation Committee, in consultation with the other committee members, shall determine the frequency and length of the committee meetings and shall set meeting agendas consistent with this charter. No senior executive should attend that portion of any meeting where such executive’s performance or compensation is discussed, unless specifically invited by the Compensation Committee.

The Compensation Committee has the sole authority to retain and terminate any compensation consultant assisting the Compensation Committee in the evaluation of chief executive officer or senior executive compensation, including sole authority to approve all such compensation consultant’s fees and other retention terms.

The Compensation Committee may delegate its authority to subcommittees or the Chairman of the Compensation Committee when it deems appropriate and in the best interests of the Company. The Chairman of the Compensation Committee shall designate a person (who need not be a member of the Committee) to keep minutes of its meetings. The minutes shall be retained by the Corporate Secretary of the Company.