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Committee Charters
Audit
Committee
Committee
on Directors and Corporate Governance
Compensation
and Management Development Committee
Science and Technology Committee Charter
Compensation
and Management Development Committee Charter
[Download as PDF >>]
Purpose
The
Compensation and Management Development Committee (“Committee”)
is appointed by and acts on behalf of the Board of Directors
(“Board”). It is responsible for reviewing, approving
and reporting to the Board on major compensation plans, policies
and programs of the Company. The Committee approves the compensation
of executive officers and certain senior management, except the
Chief Executive Officer, takes specific actions with respect
to such compensation and has oversight responsibility over the
Company’s management development programs, performance
assessment of senior executives and succession planning.
Composition
The
Committee shall consist of three or more independent directors
of the Company designated by the Board and approved by a majority
of the whole Board by resolution or resolutions. The members
of the Committee shall meet the independence requirements of
the New York Stock Exchange, Securities Exchange Commission and
any standard of independence adopted by the Company in its Corporate
Governance Guidelines. In addition, for purposes of meeting the
requirements of Section 162(m) of the Internal Revenue Code of
1986, as amended (the “Code”), the Committee, or
a sub-committee approving the performance goals to which certain
of the executive compensation is tied, shall consist solely of
at least two “outside” directors, as defined in Treasury
Regulation 1.162-27(e)(3) of the Code. Each member of the Committee
shall be a “Non-Employee Director” as defined in
Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended.
The foregoing notwithstanding, no action of the Committee shall
be void or deemed to be without authority due to the failure
of any member, at the time the action was taken, to meet any
qualification standard set forth in this Charter.
The
members of the Committee shall serve one-year terms. The members
of the Committee shall serve until their resignation, retirement,
or removal by the Board or until their successors shall be appointed.
No member of the Committee shall be removed except by majority
vote of the independent directors of the full Board then in office.
The
Committee shall have the resources and authority appropriate
to discharge its responsibilities, including the authority to
consult outside advisors to assist in their duties to the Company.
The Company shall provide for appropriate funding as determined
by the Committee, for payment of compensation to any advisors
employed by the Committee.
The
Committee shall have the authority to delegate any of its responsibilities
to one or more subcommittees, which shall be comprised of at
least two members of the Committee.
Meetings
The
Committee shall meet four times annually, or more frequently
as circumstances dictate. The Committee may also request any
officer or employee of the Company or the Company’s outside
counsel or consultants to attend a meeting of the Committee or
to meet with any members of, or consultants to, the Committee.
A majority of the Committee members shall be present to constitute
a quorum for the transaction of the Committee’s business.
| Responsibilities
and Duties
The
Committee shall:
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| 1. |
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annually
evaluate the CEO’s performance against the
approved performance goals and objectives. In reviewing
the long-term incentive component of CEO compensation,
the Committee will consider the Company’s performance
and relative stockholder return, the value of similar incentive
awards to CEOs at peer group companies, and the awards
given to the CEO in past years, and other such matters
deemed relevant.
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| 2. |
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recommend
for approval by at least three-fourths of the independent
directors, the CEO’s compensation levels
based on the evaluation of the CEO’s performance.
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| 3. |
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annually
review and approve the compensation of all other executive
officers and certain other senior management.
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| 4. |
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approve
awards and make other determinations under plans and programs
intended to provide “performance-based
compensation” under Code Section 162(m), to the extent
required in order to qualify such awards as “performance-based
compensation” and otherwise to preserve the tax deductibility
of compensation resulting from such awards.
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| 5. |
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annually
review senior management succession planning and organization
structure, and periodically review Company
policies and programs for the development of management
personnel.
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| 6. |
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if
appropriate, hire experts in the field of executive compensation
to assist the Committee with its evaluation
of CEO or senior executive compensation. The Committee
shall have the sole authority to retain and to terminate
such experts, and to approve the experts’ fees and
other retention terms. The Committee shall also have the
authority to obtain advice and assistance from internal
or external legal, accounting, human resource, or other
advisors.
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| 7. |
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make
recommendations to the Board with respect to incentive-compensation
plans and equity-based plans and interpret and administer
such plans.
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| 8. |
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appoint,
monitor and terminate members of the Company’s
Pension and Savings Plan Committees and the plan trustees,
and monitor, adopt, amend and terminate the Company’s
qualified and non-qualified savings and pension plans.
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| 9. |
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form
and delegate authority to subcommittees when appropriate.
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| 10. |
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make
regular reports to the Board.
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| 11. |
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review
and discuss with management the Company’s
Compensation Discussion and Analysis and related disclosures
required for inclusion in the Company’s annual report
and proxy statement, recommend to the Board, based on review
and discussions, whether the Compensation Discussion and
Analysis should be included in the annual report and proxy
statement, and produce the compensation committee report
required for inclusion in the Company’s annual report
and proxy statement.
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| 12. |
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annually
evaluate its own performance.
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| 13. |
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review
and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval.
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14.
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oversee
the Company’s compensation philosophy and strategy.
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15.
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fulfill
such other duties and responsibilities as may be assigned
to the Committee, from time to time, by the Board
and/or Chairman of the Board.
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