COMPENSATION COMMITTEE CHARTER
I. APPOINTMENT OF COMPENSATION COMMITTEE
The Company's By-Laws authorize the Board of Directors to appoint committees
having the authority to perform such duties as the Board may determine. The
Board of Directors has appointed or will appoint the Compensation Committee to
serve the purposes set forth in this Charter, and has delegated or will delegate
the duties and responsibilities set forth in this Charter to the Compensation
Committee. The Compensation Committee, once formed, will report to the Board of
Directors as provided in this Charter.
(1) The Compensation Committee shall assist the Board of Directors in fulfilling
its fiduciary responsibilities relating to the Company's compensation and
benefit plans, including, as appropriate, compensation and benefit plans of the
Company's ventures and affiliates.
(2) The Compensation Committee shall determine the appropriate policy for the
Company's executive pay and benefit programs, including, as appropriate,
executive pay and benefit programs for the Company's ventures and affiliates.
(3) The Compensation Committee shall review the adequacy of the Company's
management succession plans.
(4) The Compensation Committee shall review the performance of the Chief
(5) The Compensation Committee shall discharge the Board's responsibilities
relating to compensation of the Company's executives and produce an annual
report on executive compensation for inclusion in the Company's annual proxy
statement, in accordance with applicable rules and regulations.
III. OPERATING POLICIES
(1) The Compensation Committee shall be composed of three or more independent
directors. A director's independence shall be determined in accordance with the
Company's Principles of Corporate Governance. The Corporate Governance and
Responsibility Committee will recommend to the Board the directors to be members
of, and to fill any vacancies on, the Compensation Committee (including the
position of Compensation Committee Chair), as provided in the Company's
Principles of Corporate Governance. The Board may remove a member from the
Compensation Committee at any time, with or without cause.
(2) The Compensation Committee shall meet at such times and places as the
Compensation Committee shall deem advisable on the call of the Chairman of the
Compensation Committee, the Chairman of the Board, the Chief Executive Officer,
or, in their absence, by any member of the Compensation Committee. The presence
of a majority of the members of the Compensation Committee then in office shall
constitute a quorum for the transaction of business.
(3) The Compensation Committee shall take the minutes of all Compensation
Committee meetings and approve them by subsequent action. The Compensation
Committee shall circulate the minutes of the Compensation Committee meetings to
the Board for review.
(4) The Compensation Committee shall determine its rules of procedure in
accordance with the Company's Principles of Corporate Governance.
(5) At each regular Board meeting held following a Compensation Committee
meeting, the Compensation Committee shall report to the Board regarding the
action taken by the Compensation Committee.
(6) The Compensation Committee has the authority to retain independent, outside
counsel or other professional services as it deems necessary, without seeking
(7) The Company shall provide such funding as the Compensation Committee
determines is necessary for payment of compensation to any counsel or other
advisors employed by the Compensation Committee.
IV. DUTIES AND RESPONSIBILITIES
(1) The Compensation Committee shall review periodically the Company's
philosophy regarding executive compensation. Annually, the Compensation
Committee shall assess the Company's competitive position for the Company's
components of executive compensation.
(2) The Compensation Committee shall adopt, amend, administer and terminate
compensation and benefit plans and policies (other than those relating to
non-employee directors) as it deems advisable (including any such plan
qualifying under Rule 16b-3 under the Securities Exchange Act of 1934).
(3) The Compensation Committee may delegate, as the Compensation Committee deems
advisable, certain responsibilities to an appropriate management or
administrative committee of the Company; provided, however, that the
Compensation Committee shall have the sole authority to retain, terminate and
approve the fees and other retention terms of any compensation consultant
retained to assist in the evaluation of Chief Executive Officer compensation or
other executive compensation.
(4) The Compensation Committee shall review periodically and, as appropriate
under the terms of the relevant joint venture agreements, approve the executive
compensation plans and policies of the Company's ventures and affiliates.
(5) The Compensation Committee shall review periodically reports from management
regarding funding of the Company's pension plans.
(6) The Compensation Committee shall review management and make recommendations
to the Board as to management succession plans, including assessments of
management at the Company's ventures and affiliates.
(7) Annually, the Compensation Committee shall review and approve corporate
goals and objectives relating to Chief Executive Officer compensation.
(8) On behalf of the Board and the shareholders, the Compensation Committee
shall evaluate the performance of the Chief Executive Officer annually in light
of the corporate goals and objectives. As part of this evaluation, the
Compensation Committee will seek input from the other non-employee directors on
the Chief Executive Officer's performance.
(9) The Compensation Committee will summarize and present the results of the
evaluation of the Chief Executive Officer's performance to the Board during an
executive session of the non-employee directors.
(10) The Compensation Committee will incorporate the performance evaluation
results in setting the Chief Executive Officer's compensation level and will
make pay decisions for all officers, including the Chief Executive Officer,
subject to final review with the Board.
(11) The Compensation Committee shall review executive performance and prepare
an annual report on executive compensation for inclusion in the Company's annual
proxy statement, in accordance with applicable rules and regulations.
(12) The Compensation Committee shall conduct an annual self-evaluation, which
will be incorporated into the Corporate Governance and Responsibility
Committee's annual report to the Board on Board and committee performance.