2003 Committee Charter : RLI
The Executive Resources Committee is responsible to the Board of Directors for (1) reviewing and providing advice regarding an Executive Compensation Policy and the execution thereof; (2) reviewing and providing advice regarding the Company's management development and succession planning; (3) monitoring compensation actions by management below the executive level; (4) producing an annual report on executive compensation for inclusion in the Company's proxy statement, in accordance with applicable rules and regulations; and (5) supervising the implementation and operation of the Company's (i) Employee Welfare Benefit Plans (as defined in ERISA Section 3(1), and (ii) Employee Pension Benefit Plans (as defined in Section 3(2), specifically excluding, however, the Company's Employee Stock Ownership Plan and Trust.
The Executive Resources Committee shall consist of at least three members, all of whom shall be Independent Directors, (ad defined in the RLI Corp. Corporate Governance Guidelines) one of whom shall serve as Chair of the Committee. Committee members shall be nominated by the Nominating/Corporate Governance Committee, elected by the Board and may be removed from the Committee at any time, with or without cause.
Principal Functions & Responsibilities
Review and evaluate, at least annually, the corporate goals and objectives, the performance (in light of the corporate goals and objectives) and the leadership of the Chief Executive Officer and determine compensation actions affecting the Chief Executive Officer.
Review annually the process and results for identifying key executive managers of the Company.
The Committee will prepare and, through its Chair, submit periodic reports of the Committee's work and findings to the Board of Directors. Said report will contain recommendations for Board actions when appropriate.
Annual Performance Review
The Committee shall develop and conduct, at least annually, an assessment of the Committee's performance on a continuing basis, individually and collectively.
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