Investors > Corporate Governance > Board Committee Charters > Compensation Committee Procedures
Compensation Committee Procedures
Owner: Board of Directors, Compensation Committee
Effective Date: August 1, 2003
Last Revision:
PURPOSE:
This is a policy issued to implement the responsibilities specified under the Committee’s Charter. Duty No. 2, 8, and 9.
SCOPE:
The Committee shall review and make recommendations to the Board concerning management succession.
PROCEDURE:
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Committee Meeting -- |
Action Work with search firm for recruiting potential officers and key executives. |
Responsibility VP-HR |
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| -- |
Prepare Interview process for potential officers and key executives. | VP-HR |
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| -- |
Approve and recommend to the Board on the selection and retention of all elected officers of the Company and certain principal officers of subsidiaries or other key employees. | Committee |
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| -- |
Recommendation to the Board on the selection of a CEO. | Committee |
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| July |
Prepare management succession information on top positions and high potentials in the Company. | CEO/VP-HR |
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| July | Review management succession information on top positions in the Company with the Committee. | CEO Committee |
CC-2
Owner: Board of Directors, Compensation Committee
Effective Date: August 1, 2003
Last Revision:
PURPOSE:
This is a policy issued to implement the responsibilities specified under the Committee’s Charter. Duty No. 3, 6, and 7.
SCOPE:
The Committee shall review and compare total compensation for officers and top management with peer groups and make executive compensation recommendations.
PROCEDURE:
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| Committee Meeting -- |
Action
Approval to retain and terminate any compensation consultant to be used to assist in the evaluation of CEO or senior executive compensation. | Responsibility Committee |
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| -- |
Provide funding so the Committee may exercise its authority to retain consultants or advisors. | CFO |
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| March |
Supply information on potential companies for our comparator group. | Consultant |
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| March |
Review and update comparator group used to make executive compensation recommendations. | Committee |
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| March |
Present executive compensation trends for discussion with Committee. | Consultant/Committee |
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| July |
Present the executive compensation recommendations pertaining to salary ranges, annual and long-term incentive plan targets and how these compare to peer companies. | Consultant |
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| July |
Review and discuss the executive compensation recommendations presented. | Committee |
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| Sept. |
Make recommendations pertaining to salary increases, annual and long-term incentive plan targets, and supplemental benefits. | CEO/VP-HR |
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| Sept. |
Approve and recommend to the Board executive base salary, annual and long-term incentive plan targets and supplemental benefits. | Committee |
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| Sept. |
Update executive compensation for inclusion in the Proxy Statement. | Secretary/VP-HR |
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| Sept. |
Review and approve the Company’s disclosure of executive compensation issues in Proxy. | Committee |
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| Nov. |
Prepare discretionary annual incentive awards report for presentation to the Committee. | CEO |
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| Nov. |
Prepare results for the calculation of annual and long-term bonuses. | CFO |
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| Nov. |
Discuss ROE and ROA results to be used for annual and long-term bonus calculations with Committee. | VP-HR |
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| Nov. |
Present report on annual and long-term payments for review by Committee. | VP-HR |
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| Nov. |
Approve and recommend to the Board Stock Option grants, discretionary annual incentive awards, and payment of annual and long-term incentives. | Committee |
Owner: Board of Directors, Compensation Committee
Effective Date: August 1, 2003
Last Revision:
PURPOSE:
This is a policy issued to implement the responsibilities specified under the Committee’s Charter. Duty No. 1.
SCOPE:
The Committee shall review CEO’s annual objectives and evaluate performance.
PROCEDURE:
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|
Committee Meeting March |
Action
Review progress toward attainment of CEO’s corporate goals and annual objectives for current year. | Responsibility CEO & Committee |
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| Nov. |
Approve CEO goals and objectives relevant to CEO compensation for current year. | Committee |
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| Nov. |
Evaluate CEO’s performance with regards to goals and objectives for current year. | Committee |
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| Nov. |
Present proposed corporate goals and annual objectives for next plan year. | CEO |
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| Nov. |
Approve proposed CEO’s annual objectives for next plan year. | Committee |
CC-4
Owner: Board of Directors, Compensation Committee
Effective Date: August 1, 2003
Last Revision:
PURPOSE:
This is a policy issued to implement the responsibilities specified under the Committee’s Charter. Duty No. 3, 4, and 5.
SCOPE:
The Committee shall review, approve and make recommendations to the Board on the Company’s executive compensation plans and benefits.
PROCEDURE:
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| Committee Meeting -- |
Action
Review the Company’s executive compensation plans including the design, rules, etc., as needed, for required revisions. |
Responsibility
Secretary VP-HR |
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| -- |
Review executive perquisites for required revisions. | VP-HR |
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| -- |
Present executive compensation plan amendments and perquisites to Committee for review. | VP-HR |
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| -- |
Committee reviews and recommends, as appropriate, executive compensation plan amendments and perquisites to Board for approval. | Committee |
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| March |
Annual review of Employment Contracts including severance arrangements and change in control agreements. | Secretary |
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| March |
Annual approval of Employment Contracts including severance arrangements and change in controls agreements. | Committee |
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| July |
Prepare Executive Stock Ownership report for review by Compensation Committee. | VP-HR |
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| July |
Committee reviews status of Executive Stock Ownership Plan. | Committee |
CC-5
Owner: Board of Directors, Compensation Committee
Effective Date: August 1, 2003
Last Revision:
PURPOSE:
This is a policy issued to implement the responsibilities specified under the Committee’s Charter. Duty No. 10, 11 and 12.
SCOPE:
The Committee shall comply with the Committee Charter as listed below.
PROCEDURE:
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| Committee Meeting -- |
Action
Present regular reports to the Board. | Responsibility Committee |
| | | | |
| -- |
Delegate authority to subcommittee formed in accordance with applicable laws when appropriate. | Committee |
| | | | |
| -- |
Annually review the Committee’s own performance. | Committee |
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| March |
Review and reassess adequacy of Committee Charter annually. | Committee |
| | | | |
| March |
Recommend any proposed changes in Charter to Board for approval. | Committee |
