2003 Other Charter: BNKI. Human Resources Committee Purpose
The Human Resources Committee is appointed by the Board of Directors of Banknorth Group, Inc. ("Banknorth") to assist the Board in fulfilling its oversight responsibility. The primary duties and responsibilities of the Human Resources Committee are to:
Establish the compensation and benefits for the President & CEO and other executive officers;
Evaluate the performance of the President & CEO and other senior executive officers; and
Review, recommend and approve executive compensation, equity and retirement plans and any amendments to the same.
The Human Resources Committee is authorized to access any consultant of Banknorth including: actuaries, compensation consultants or attorney in order to fulfill its responsibilities. The Human Resources Committee can retain, at Banknorth's expense, special compensation, legal or other consultants or experts it deems necessary in the performance of its duties.
II. Human Resources Committee Compensation and Meetings
Human Resources Committee members must meet the New York Stock Exchange ("NYSE") listing standards and other statutory or regulatory requirements relative to independence. The Human Resources Committee must have at least three or more independent directors as determined by the Board, each of whom must be independent, non-executive directors, free from any interlocking human resources committees and from any other relationship that would interfere with the exercise of equitable judgment.
Human Resources Committee members are nominated by the Nominating and Corporate Governance Committee and appointed by the Board of Directors annually at its Organizational Meeting. Human Resources Committee members must have, to the extent feasible, background and experience in compensation, retirement plans or employment.
The Human Resources Committee must meet at least four times annually, or more frequently as circumstances dictate. The Human Resources Committee Chair will approve an agenda in advance of each meeting after consultation with the Director of Human Resources or the Chief Administrative Officer of Banknorth. If the Chair is not present, the members of the Human Resources Committee may designate a Chair by a majority vote of those present. The Committee should meet in executive session annually to review the performance of the President & CEO or to discuss any other matters that the Human Resources Committee believes should be discussed without management present. The Human Resources Committee will report on the evaluation of the CEO to the full Board annually. As noted, the Human Resources Committee may ask Banknorth's outside consultants, independent consultants or management to attend meetings and provide pertinent information, as necessary.
III. Human Resources Committee Responsibilities and Duties
Establish compensation for the President & CEO of Banknorth;
Prepare the Human Resources Committee Report for the Annual Proxy;
Examine base, short-term and long-term compensation for executives of similar financial services companies and benchmark such compensation to Banknorth's executive pay practices;
Review and approve recommended compensation levels for executive officers of Banknorth;
Review and approve (i) annual compensation strategy for Banknorth officers and employees, (ii) merit budget for officers and employees, and (iii) short-term and long-term incentive plans and goals for executive officers;
Provide oversight for the administration of each of the Banknorth equity plans;
Approve grants of stock options to key Banknorth employees;
Review and approve compensation for Board members and committee members; and
Review and approve perquisites provided to executive officers.
B. Retirement Plans
Review and approve Banknorth's retirement plan strategy and recommend to the Board modifications, amendments and/or termination of qualified retirement plans;
Review and approve formula for supplemental retirement plan; and
Review and approve participation of executives in supplemental retirement plans.
C. Severance and Change of Control
Review and approve the form of Severance Agreements in the event of a change of control for executive officers of the Company and its banking subsidiaries;
Review and approve Change in Control Severance Plan for all employees of the Company and its banking subsidiaries; and
Review and approve stock ownership guidelines for executive officers and directors.
Annually review succession planning for the President & CEO and key members of executive management;
Oversee the annual evaluation of the Human Resources Committee and communicate results to the Board;
Maintain minutes of meetings which are circulated to the full Board and report to the Board of Directors on a quarterly basis on significant results;
Review and report to the Board on management succession;
Review and approve compensation for State Board members; and
Review the Code of Conduct and recommend it to the Board for annual approval.
Date: October 22, 2002
Approved by Human Resources Committee
Date: January 21, 2003
Approved by Board of Directors