HUMAN RESOURCES COMMITTEE CHARTER
2003 Committee Charter : PFG
There shall be a committee of the Board of Directors ("Board") of Principal
Financial Group, Inc. ("Company"), known as the Human Resources Committee
("Committee"), which shall have and may exercise the purposes, powers and
authority delegated to it in this Charter, and shall have the duties and
responsibilities set forth herein and such other duties and responsibilities as are
assigned to it from time to time by the Board.
The Committee shall: (1) discharge the Board's responsibilities relating to
compensation of the Company's executives and (2) produce an annual report on
executive compensation for inclusion in the Company's proxy statement in
accordance with applicable rules and regulations.
The Committee shall consist of no fewer than three members. Each member of
the Committee shall satisfy the independence requirements of the New York
Stock Exchange. Members of the Committee shall be appointed by the Board
after considering the recommendations of the Nominating Committee. The
Board shall have the power at any time to change the membership of the
Authority and Responsibilities
1. The Committee shall review and report to the Board on total
compensation policies for all employees.
2. The Committee shall determine the salaries and incentive opportunities
and awards of the Chief Executive Officer ("CEO") and the other senior
executive officers. In determining the long-term incentive opportunities
and awards for the CEO, the Committee will take into consideration the
Company's performance and relative shareholder return, the value of
similar incentive awards to CEOs of comparable companies, and the
awards given to the CEO in past years.
3. The Committee shall review and approve corporate goals and objectives
relevant to CEO compensation, evaluate the CEO's performance in light
of those goals and objectives, and set the CEO's compensation level
based on this evaluation.
4. The Committee shall make recommendations to the Board with respect to
incentive-compensation plans and equity-based plans, except the
Directors Stock Plan which is administered by the Nominating Committee.
5. The Committee shall oversee, generally, and perform non-fiduciary
functions with respect to employee benefit plans or programs and
supplemental or non-qualified pension or profit-sharing plans or
programs, except insofar as such authority has been delegated to a
Company committee, by
(a) recommending to the Board the creation or amendment of any
supplemental or non-qualified pension, profit-sharing, or employee
benefit plan or program of the Company having participants
whose salaries are determined by the Committee; except that the
appropriate officers of the Company are authorized to make
amendments to such plans on an ongoing basis as they shall
deem advisable to facilitate the administration of such plans
without substantially altering the level of benefits provided or the
cost of such plans to the Company, or to conform such plans to
applicable laws or regulations, and
(b) reviewing and approving other employee benefit plan changes or
new employee benefit plans which will have a material cost effect
on the Company or material effect on the Company's employees.
6. The Committee shall review and participate in executive development and
long-range planning for orderly succession of senior executive officers,
including contingency procedures for management succession in the
event of the unexpected departure of senior executive officers.
7. The Committee shall periodically review and approve stock ownership
guidelines for executives.
8. The Committee shall periodically review change of control agreements or
provisions and the cost thereof to the Company.
9. The Committee shall make regular reports to the Board.
10. The Committee shall annually review its own performance and make a
report thereon to the Board Affairs and Governance Committee.
11. The Committee shall review and reassess the adequacy of this Charter
annually and recommend any proposed changes to the Board for
12. The Committee may form and delegate authority to subcommittees or the
Chair of the Committee when appropriate in its judgment.
13. The Committee shall have access to any members of management.
14. The Committee shall have sole authority to retain and terminate any
compensation consultant to be used to assist in the evaluation of CEO or
senior executive officer compensation and shall have sole authority to
approve the consultant's fees and other retention terms. The Committee
shall also have authority to obtain advice and assistance from internal or
external legal, accounting or other advisors.
1. The Chair of the Committee shall be appointed by the Board after
considering the recommendation of the Nominating Committee. In the
absence of the Chair, the Chair or the Chairman of the Board shall ask
another member to act as the Chair.
2. Meetings shall be held as determined by the Committee or upon call of
the Chair. A majority of the number of Committee members shall
constitute a quorum for the transaction of business.
3. The Committee shall meet in executive session without the presence of
any members of management as often as it deems appropriate.