Compensation Committee Charter
Members
The board of directors shall appoint a Compensation Committee of three members, and shall designate one member as chairperson. The Investors shall have the right to nominate at least one Investors' Nominee. One member of the Compensation Committee shall have human resources related management expertise, as provided in the board's judgment. At all times, the members of the Compensation Committee should not be members of the Company's management.
The board of directors shall appoint a Compensation Committee of three members, and shall designate one member as chairperson. The Investors shall have the right to nominate at least one Investors' Nominee. One member of the Compensation Committee shall have human resources related management expertise, as provided in the board's judgment. At all times, the members of the Compensation Committee should not be members of the Company's management.
Purposes, Duties, and Responsibilities
The Compensation Committee shall advise the board from time to time on the form and amount for remuneration or compensation payable to officers of the Company and to members of the board or any committee thereof. Specifically, the Compensation Committee shall:
The Compensation Committee shall advise the board from time to time on the form and amount for remuneration or compensation payable to officers of the Company and to members of the board or any committee thereof. Specifically, the Compensation Committee shall:
- Recommend to the board of directors, the form and amount for remuneration or compensation packages for the members of the board who are Industry Experts, including the amount of salaries, allowances, benefits, bonuses, or fees.
- Recommend to the board of directors, the policies and procedures for the administration of the Company's employee stock option plan, the granting of stock options or issuances under any share ownership plan.
- Review and discuss the form and amount for the remuneration or compensation for senior employees including the Chief Executive Officer of the Company, including the establishment of annual objectives and performance criteria.
- Participate in the hiring, engagement, or termination of any of the Company's officers, including any key-employee, executive, or consultant of the Company when the underlying agreement exceeds $100,000 per annum.
- Review and discuss with management the Company's policies and processes with respect to pay equity and corporate governance.
- Review material pending legal proceedings involving the Company and other contingent human-resources-related liabilities.
- Review the appropriateness of the Compensation Committee Charter on an annual basis.
Meetings
The Compensation Committee shall meet as often as may be deemed necessary or appropriate in its judgment, either in person or by telephone. The Compensation Committee shall meet in executive session with the outside human resources consultant at least once every year to review the pay equity process. The Compensation Committee may create subcommittees who shall report to the Compensation Committee. The Compensation Committee shall report to the full board of directors with respect to its meetings. The majority of the members of the Compensation Committee shall constitute a quorum.
The Compensation Committee shall meet as often as may be deemed necessary or appropriate in its judgment, either in person or by telephone. The Compensation Committee shall meet in executive session with the outside human resources consultant at least once every year to review the pay equity process. The Compensation Committee may create subcommittees who shall report to the Compensation Committee. The Compensation Committee shall report to the full board of directors with respect to its meetings. The majority of the members of the Compensation Committee shall constitute a quorum.
Reimbursement
Each director and observer shall be reimbursed by the Company for reasonable travel and other out-of-pocket expenses incurred by him or her to attend meetings of the board and meetings of Committees.
Each director and observer shall be reimbursed by the Company for reasonable travel and other out-of-pocket expenses incurred by him or her to attend meetings of the board and meetings of Committees.
Outside Advisors
The Compensation Committee shall have the authority to retain such outside counsel, experts, and other advisors as it determines appropriate to assist in the full performance of its functions.
The Compensation Committee shall have the authority to retain such outside counsel, experts, and other advisors as it determines appropriate to assist in the full performance of its functions.
Investigations
The Compensation Committee shall have the authority to conduct or authorize investigations into any matters within its scope of responsibilities and shall have the authority to retain outside advisors to assist it in conducting any investigation.
The Compensation Committee shall have the authority to conduct or authorize investigations into any matters within its scope of responsibilities and shall have the authority to retain outside advisors to assist it in conducting any investigation.
