Human Resources Committee Charter
The Human Resources Committee shall (1) discharge the Board’s responsibilities relating to compensation of the Company’s executive officers, (2) approve and evaluate all compensation of executive officers, including salaries, bonuses, and compensation plans, policies and programs of the Company and (3) produce an annual report on executive compensation for inclusion in the Company’s proxy statement in accordance with applicable rules and regulations. (Note: The Human Resources Committee of Ameren Corporation shall perform its committee functions for all Ameren Corporation subsidiaries which are registered companies pursuant to the Securities Exchange Act of 1934.)
Human Resources Committee Composition and Meetings
The Human Resources Committee shall consist of no fewer than three directors, the exact number to be determined from time to time by resolution of the Board. Each member of the Human Resources Committee shall satisfy the independence requirements of (i) the listing standards of the New York Stock Exchange (“NYSE”) and applicable laws and regulations and (ii) the Company’s Policy Regarding Nomination of Directors and, if deemed appropriate from time to time, meet the definition of “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934, and “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986. The Board shall appoint the Chair and the other members of the Human Resources Committee annually, considering the recommendation of the Nominating and Corporate Governance Committee. The members of the Human Resources Committee shall serve until their successors are appointed and qualify. The Board shall have the power at any time to change the membership of the Human Resources Committee and to fill vacancies in it, subject to such new member(s) satisfying the above requirements.
The Chair shall be responsible for leadership of the Human Resources Committee, including overseeing the agenda, presiding over the meetings and reporting to the Board. If the Chair is not present at a meeting, the members of the Human Resources Committee may designate a Chair. The Human Resources Committee shall meet at least twice each year and hold such other meetings from time to time as may be called by its Chair, the Chief Executive Officer (“CEO”) or any two members of the Committee. Meetings may also be held telephonically or actions may be taken by unanimous written consent. A majority of the members of the Human Resources Committee shall constitute a quorum of the Committee. The vote of a majority of the members of the full Human Resources Committee shall be the act of the Committee. Except as expressly provided in this Charter or the By-laws of the Company or as required by law, regulations or NYSE listing standards, the Human Resources Committee shall fix its own rules of procedure.
Human Resources Committee Authority, Duties and Responsibilities
1. The Human Resources Committee shall review and approve corporate goals and objectives relevant to compensation of the CEO and the President, evaluate the CEO’s and the President’s respective performance in light of those goals and objectives, and set the CEO’s and the President’s respective compensation level based on this evaluation.
2. In determining the long-term incentive component of compensation for the CEO and the President, the Human Resources Committee should consider the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs and Presidents at comparable companies, and the awards given to the Company’s CEO and the President in past years.
3. The Chair of the Human Resources Committee shall conduct an assessment of the performance of the CEO and the President at least on an annual basis. As part of the evaluation process, the Human Resources Committee may require the CEO and the President to prepare self-evaluations. The CEO’s and the President’s compensation shall also be reviewed on an annual basis. The results of the evaluations shall be communicated by the Chair of the Human Resources Committee first to the Board for its review and then to the CEO and the President.
4. The Human Resources Committee shall oversee the evaluation of the executive officers of the Company and review and approve periodically a general compensation program and salary structure for executive officers of the Company that (i) supports the Company’s overall business strategy and objectives; (ii) attracts and retains key executives; (iii) links compensation with business objectives and organizational performance; and (iv) provides competitive compensation opportunities.
5. The Human Resources Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or senior executive compensation and shall have sole authority to approve the consultant’s fees and other retention terms. The Human Resources Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
6. The Human Resources Committee shall (i) make recommendations to the Board with respect to base salary, incentive compensation and equity-based plans applicable to executive officers and (ii) adopt, administer, approve and ratify awards under incentive compensation and equity-based plans applicable to executive officers, including amendments to the awards made under any such plans, and review and monitor awards under such plans.
7. The Human Resources Committee shall assist the Board in developing and evaluating potential candidates for executive positions, including the CEO, and to oversee the development of executive succession plans.
8. The Human Resources Committee shall review and approve any executive employment agreements, severance agreements, and change in control agreements or provisions and determine the Company’s policy with respect to the application of Internal Revenue Code Section 162(m).
9. The Human Resources Committee shall prepare an annual report for the Company’s proxy statement regarding executive compensation, as required by law and rules of the NYSE.
10. The Human Resources Committee shall, in the course of its review of executive compensation, review the list of a peer group of companies to which the Company shall compare itself for compensation purposes and make any changes in such list.
11. The Human Resources Committee shall report its actions and any recommendations to the Board after each Committee meeting.
12. The Human Resources Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
13. The Human Resources Committee shall annually review its own performance.
14. The Human Resources Committee shall have the authority to delegate any of its responsibilities to subcommittees of the Board as the Committee may deem appropriate in its sole discretion, provided that any such subcommittee is composed entirely of independent directors and has a published committee charter.