2003 Committee Charter : RMK
AMENDED AND RESTATED CORPORATE GOVERNANCE AND HUMAN
RESOURCES COMMITTEE CHARTER
I. PURPOSE OF COMMITTEE
The purpose of the Corporate Governance and Human Resources Committee (the "Committee") is to:
A. Review and approve appointments to senior management positions;
B. Discharge the responsibilities of the Board to the stockholders, potential stockholders and the investment community with respect to, and oversee the administration of, the Corporation's compensation programs and compensation of the Corporation's senior management;
C. Make recommendations to the Board with respect to incentive-compensation plans and equity-based plans;
D. Review the senior management succession planning;
E. Prepare any report on executive compensation for inclusion in the Corporation's annual proxy statement, in accordance with the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"), the New York Stock Exchange (the "NYSE") and other regulatory bodies;
F. Identify individuals qualified to become directors and select, or recommend that the Board select, the candidates for all directorships to be filled by the Board or by the stockholders;
G. Recommend to the Board members to serve on committees and review and recommend changes to the structure and operation of the Board's committees;
H. Develop and recommend to the Board a set of corporate governance principles applicable to the Corporation and otherwise take a leadership role in shaping the corporate governance of the Corporation;
I. Oversee and approve the evaluation of the Board; and
J. Review the Corporation's public affairs matters.
II. COMMITTEE MEMBERSHIP
The Committee shall consist solely of three or more members of the Board, each of whom is determined by the Board to be "independent" under the rules of the NYSE. Additionally, no director may serve on the Committee unless he or she satisfies the requirements of an "outside director" for purposes of Section 162(m) of the Internal Revenue Code.
The members of the Committee shall be appointed by the Board and shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board.
III. COMMITTEE STRUCTURE AND OPERATIONS
Unless a Chairman is elected by the full Board, the members of the Committee shall designate a Chair by majority vote of the full Committee membership. Each member shall be entitled to one vote, and the Chair shall be entitled to cast an additional vote to resolve any ties. The Chair will chair all regular sessions of the Committee and set the agendas for Committee meetings. The Committee shall meet in person or telephonically at least four times a year at a time and place determined by the Chair, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or the Chair. The Executive Chairman of the Board, the Chief Executive Officer or any member of the Committee may call meetings of the Committee.
In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee.
All non-management directors that are not members of the Committee may attend meetings of the Committee but may not vote. The Committee may invite such directors, members of management or other such persons to meetings as it may deem desirable or appropriate, consistent with the maintenance of the confidentiality of compensation discussions. The Committee may also exclude from its meetings any person it deems appropriate in order to carry out its responsibilities. The Corporation's Executive Chairman of the Board should not attend any meeting where the Executive Chairman's performance or compensation is discussed and the Chief Executive Officer should not attend any meeting where the Chief Executive Officer's performance or compensation are discussed, in each case unless specifically invited by the Committee.
IV. FUNCTIONS, POWERS AND RESPONSIBILITIES
The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section I of this Charter.
The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the sole authority to retain outside counsel or other experts for this purpose, including the authority to approve the fees payable to such counsel or experts and any other terms of retention.
A. Corporate Governance and Human Resources
Board Selection, Composition and Evaluation
1. Establish criteria for the selection of new directors to serve on the Board.
2. Identify individuals believed to be qualified as candidates to serve on the Board and select, or recommend that the Board select, the candidates for all directorships to be filled by the Board or by the stockholders at an annual or special meeting. Conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates. In identifying candidates for membership on the Board, the Committee shall take into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the Board.
4. Consider questions of independence and possible conflicts of interest of members of the Board and executive officers.
5. Review and make recommendations, as the Committee deems appropriate, regarding the composition and size of the Board in order to ensure the Board has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds.
6. Review and make recommendations to the full Board whether members of the Board should stand for re-election. Consider matters relating to the retirement of Board members, including term limits or age limitations.
7. In the case of a director nominated to fill a vacancy on the Board due to an increase in the size of the Board, recommend to the Board the class of directors in which the director-nominee should serve.
8. Oversee evaluation of, at least annually, and as circumstances otherwise dictate, the Board and management.
1. Consider the adequacy of the certificate of incorporation and by-laws of the Corporation and recommend to the Board of Directors, as conditions dictate, that it propose amendments to the certificate of incorporation and by-laws for consideration by the stockholders.
2. Develop and recommend to the Board a set of corporate governance guidelines and keep abreast of developments with regard to corporate governance to enable the Committee to make recommendations to the Board in light of such developments as may be appropriate.
3. Consider policies relating to meetings of the Board. This may include meeting schedules and locations, meeting agendas and procedures for delivery of materials in advance of meetings.
Committee Selection, Composition and Evaluation
1. Recommend members of the Board of Directors to serve on the committees of the Board, giving consideration to the criteria for service on each committee as set forth in the charter for such committee, as well as to any other factors the Committee deems relevant, and where appropriate, make recommendations regarding the removal of any member of any committee.
2. Recommend members of the Board of Directors to serve as the Chair of the committees of the Board of Directors.
4. Periodically review the charter, composition and performance of each committee of the Board of Directors and make recommendations to the Board for the creation of additional committees or the elimination of Board committees.
1. Review and approve the senior employees proposed for election as Corporate Officers.
2. Review and approve the appointment of new Executive Leadership Council Members.
3. Review and approve appointments to senior management positions.
4. Review and approve senior management succession policies, principles and procedures, including policies regarding succession in the event of an emergency or retirement of the Executive Chairman of the Board or the Chief Executive Officer.
1. Review and recommend to the Board the compensation and benefits of outside directors as well as any action to be taken with respect to directors' and officers' indemnification and insurance matters.
2. Review and approve salary bands assigned and changes in salary bands of senior management.
3. Review and approve corporate goals and objectives relevant to the compensation of the Executive Chairman of the Board and the Chief Executive Officer, including annual performance objectives.
4. Evaluate the performance of the Executive Chairman of the Board and the Chief Executive Officer in light of corporate goals and objectives and, based on such evaluation, review and approve the annual salary, bonus, stock options and other benefits, direct and indirect, of the Executive Chairman of the Board and the Chief Executive Officer. The Committee shall have the sole authority to determine the compensation of the Executive Chairman of the Board and the Chief Executive Officer.
5. In connection with executive compensation programs: (i) review and recommend to the full Board, or approve, new executive compensation programs; (ii) review on a periodic basis the operations of the Corporation's executive compensation programs to determine whether they are properly coordinated and achieving their intended purpose(s); (iii) establish and periodically review policies for the administration of executive compensation programs; and (iv) take steps to modify any executive compensation program that yields payments and benefits that are not reasonably related to executive and corporate performance.
7. Review and approve employment contracts and/or other special agreements or transactions to be entered into with senior management.
8. Review and approve the administration of the Executive Leadership Council compensation and benefit plans.
9. Report to the Board all material changes to group employee plans and review and recommend to the Board approval of the annual ERISA report.
10. Review and approve the terms and conditions for all sums deferred by officers and directors.
C. Monitoring Incentive and Equity-Based Compensation Plans and Stock Transactions
1. Review and make recommendations to the Board with respect to the Corporation's stock plans and profit sharing plans, supervise the administration of these plans, approve grants and contributions made under these plans and monitor compliance by executives with the rules and guidelines of these plans; provided that the Finance Committee of the Board shall be primarily responsible for reviewing and approving the funding and investment policy and evaluating the performance of such plans.
2. Review and approve all equity compensation plans of the Corporation that are not otherwise subject to the approval of the Corporation's stockholders.
3. Review and monitor and make recommendations to the Board with respect to employee pension, profit sharing and benefit plans; provided that the Finance Committee of the Board shall be primarily responsible for reviewing and approving the funding and investment policy and evaluating the performance of such plans.
4. Select, retain and/or replace, as needed, compensation and benefits consultants and other outside consultants to provide independent advice to the Committee. In that connection, the Committee shall have the sole authority to retain and terminate compensation consultants to assist in the evaluation of director, Chief Executive Officer or senior executive compensation, including sole authority to approve such consultant's fees and other retention terms.
5. Review and approve the terms and conditions of proposed stock transactions between directors, officers or other employees and the Corporation including awards of shares or share options.
6. Review and approve Non-Conversion Transfers and other specific transactions that the Board has the authority to approve under the Amended and Restated Certificate of Incorporation.
D. Public Affairs
1. Review major activities related to the Corporation's identity and public and internal image.
3. Review the general public relations activities.
4. Review management of the Corporation's Political Action Committee.
5. Review the advertising programs.
6. Review the major internal and external communications programs.
7. Review the selection of advertising and public relations consultants.
1. Prepare an annual report on executive compensation for inclusion in the Corporation's proxy statement, in accordance with applicable rules and regulations of the NYSE, SEC and other applicable regulatory bodies.
2. Report regularly to the Board: (i) following meetings of the Committee, (ii) with respect to such other matters as are relevant to the Committee's discharge of its responsibilities and (iii) with respect to such recommendations as the Committee may deem appropriate. The report to the Board may take the form of an oral report by the Chair or any other member of the Committee designated by the Committee to make such report.
3. Maintain minutes or other records of meetings and activities of the Committee.
VI. ANNUAL PERFORMANCE EVALUATION
The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Committee considers necessary or valuable. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.
October 27, 2003 (To become effective January 1, 2004)