The purpose of the Compensation Committee (the “Committee”) is to assist the Board in fulfilling its obligations relating to compensation of the CEO and other Officers of the Company.
- COMPOSITION AND OPERATIONS
The Committee will be composed of at least two, and preferably three, members; none of whom can also be members of Management.
- DUTIES AND RESPONSIBILITIES
Subject to the powers and duties of the Board, the Committee will:
- Recommend a process to evaluate and appoint a Chief Executive Officer (the “CEO”) and, when approved, lead the process in conjunction with the Board Chair. Please see related document CEO Succession.
- Recommend to the Board for approval the appointment of CEO and all other senior management positions that report directly to the CEO.
- Annually review and recommend to the Board for approval the process for determining the compensation program for the CEO and Officers.
- Annually review and recommend to the Board for approval the compensation program for the CEO and Officers.
- Annually review and recommend changes to the Committee’s terms of reference.
The Committee shall report its discussions to the Board by oral or written report at the next Board meeting.