Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - BIOSTEM U.S. CORP | bosm_8k.htm |
| EX-3.1 - ARTICLES OF INCORPORATION, ONE AMEMDMENT - BIOSTEM U.S. CORP | bosm_ex31.htm |
| EX-99.6 - PRESS RELEASE - BIOSTEM U.S. CORP | bosm_ex996.htm |
| EX-99.4 - AUDIT COMMITTEE CHARTER - BIOSTEM U.S. CORP | bosm_ex994.htm |
| EX-99.1 - CORPORATE GOVERNANCE GUIDLINES - BIOSTEM U.S. CORP | bosm_ex991.htm |
| EX-99.2 - CODE OF BUSINESS CONDUCT AND ETHICS - BIOSTEM U.S. CORP | bosm_ex992.htm |
| EX-99.3 - NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER - BIOSTEM U.S. CORP | bosm_ex993.htm |
Exhibit 99.5
COMPENSATION
COMMITTEE CHARTER
of
the Compensation Committee
of
Biostem U.S. Corporation
This
Compensation Committee Charter (the “Charter”) was adopted by the Board of
Directors (the “Board”) of Biostem U.S. Corporation (the “Company”) on May 11,
2010.
I.
PURPOSE
1. The
purpose of the Compensation Committee (the “Committee”) of the Board of the
Company is (a) to discharge the Board’s responsibilities relating to
compensation of the Company’s executives, including by designing (in
consultation with management or the Board), approving, recommending to the Board
for approval and evaluating the compensation plans, policies and programs of the
Company, and (b) to produce an annual report on executive compensation for
inclusion in the Company’s proxy materials in accordance with applicable rules
and regulations. The Committee shall ensure that compensation
programs are designed to encourage high performance, promote accountability and
assure that employee interests are aligned with the interests of the Company’s
stockholders.
2. In
addition to the powers and responsibilities expressly delegated to the Committee
in this Charter, the Committee may exercise any other powers and carry out any
other responsibilities delegated to it by the Board from time to time consistent
with the Company’s bylaws. The powers and responsibilities delegated
by the Board to the Committee in this Charter or otherwise shall be exercised
and carried out by the Committee as it deems appropriate without requirement of
Board approval, and any decision made by the Committee (including any decision
to exercise or refrain from exercising any of the powers delegated to the
Committee hereunder) shall be at the Committee’s sole
discretion. While acting within the scope of the powers and
responsibilities delegated to it, the Committee shall have and may exercise all
the powers and authority of the Board. To the fullest extent
permitted by law and consistent with this Charter, the Committee shall have the
power to determine which matters are within the scope of the powers and
responsibilities delegated to it.
II.
GUIDING COMPENSATION PRINCIPLES
The
Company’s compensation programs are intended to provide a link between the
creation of stockholder value and the compensation earned by the Company’s
executive officers, directors and certain key personnel. The
Company’s compensation programs are designed to:
•
attract, motivate and retain superior talent;
• ensure
that compensation is commensurate with the Company’s performance and
stockholder returns;
• provide
performance awards for the achievement of strategic objectives that are critical
to the Company’s
long-term growth; and
• ensure
that the executive officers, independent directors and certain key personnel
have financial incentives
to achieve substantial growth in stockholder value.
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III. MEMBERSHIP
1. The
Committee shall be comprised of at least two directors as determined by the
Board, none of whom shall be an employee of the Company and each of whom, to the
extent possible, shall (1) satisfy any independence requirements applicable to
the Company, (2) be a “non-employee director” within the meaning of Rule 16b-3
of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and (3) be
an “outside director” under the regulations promulgated under Section 162(m) of
the Internal Revenue Code of 1986, as amended (the “Code”).
2. The
members of the Committee, including the Chair of the Committee, shall be
appointed by the Board on the recommendation of the Nominating and Corporate
Governance Committee. Committee members may be removed from the
Committee, with or without cause, by the Board. Any action duly taken
by the Committee shall be valid and effective, whether or not the members of the
Committee at the time of such action are later determined not to have satisfied
the requirements of membership provided herein.
IV. MEETINGS AND PROCEDURES
1. The
Chair (or in his or her absence, a member designated by the Chair) shall preside
at each meeting of the Committee and set the agendas for Committee
meetings. The Committee shall have the authority to establish its own
rules and procedures for notice and conduct of its meetings so long as they are
not inconsistent with any provisions of the Company’s bylaws that are applicable
to the Committee.
2. The
Committee shall meet on a regularly scheduled basis at least two times per year
and more frequently as the Committee deems necessary or desirable.
3. Any
member of the Committee may call a special meeting of the
Committee. Meetings of the Committee may be held
telephonically. Action may be taken by the Committee upon the
affirmative vote of a majority of the members, and action may be taken by the
Committee without a meeting if all of the members of the Committee indicate
their approval in writing.
4. The
Committee may, in its discretion, invite other directors of the Company, members
of the Company’s management, representatives of the independent auditor, the
internal auditor, if any, any other financial personnel employed or retained by
the Company, the internal and/or external legal counsel to the Company or any
other person whose presence the Committee believes to be desirable and
appropriate to attend and observe meetings of the Committee. Except
as provided below, all non-management members of the Board that are not members
of the Committee may attend Committee meetings. Such persons shall
not participate in any discussion or deliberation unless invited to do so by the
Committee, and in any event shall not be entitled to vote. The
Committee may exclude from its meetings any person it deems appropriate,
including, but not limited to, any non-management director that is not a member
of the Committee.
5. The
Committee is empowered to investigate any matter brought to its
attention.
6. The
Committee shall have the sole authority, as it deems appropriate, to retain
and/or replace, as needed, any independent counsel, compensation and benefits
consultants and other outside experts or advisors as the Committee believes to
be necessary or appropriate. The Committee may also utilize the
services of the Company’s regular legal counsel or other advisors to the
Company. The Company shall provide for appropriate funding, as
determined by the Committee in its sole discretion, for payment of compensation
to any such persons retained by the Committee.
7. The
Committee shall meet with the Chief Executive Officer, and any other corporate
officers as the Committee deems appropriate, to discuss and review the
performance criteria and compensation levels of key executives. The
Committee shall not, in any event, discuss the compensation level or performance
of any executive in any meeting at which such executive is present.
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8. The
Chair shall report to the Board following meetings of the Committee and as
otherwise requested by the Chairman of the Board. The reports shall
include any recommendations the Committee deems appropriate and any other
matters that are relevant to the fulfillment of the Committee’s
responsibilities. The report to the Board may be a verbal report and
may be made at any meeting of the Board.
V. DUTIES AND RESPONSIBILITIES
1. The
Committee shall, periodically, and at least annually, review the compensation
philosophy of the Company, including the policies and strategy relative to
executive compensation, including the mix of base salary, short-term and
long-term incentive compensation within the context of stated guidelines for
compensation relative to peer companies.
2. The
Committee shall, periodically, and at least annually, review and recommend to
the Board corporate goals and objectives relating to the compensation of the
Chief Executive Officer, evaluate the performance of the Chief Executive Officer
in light of those goals and objectives and review and recommend to the Board the
compensation of the Chief Executive Officer based on such
evaluation. Notwithstanding the foregoing, the Committee shall have
sole authority to determine the Chief Executive Officer’s compensation to the
extent such compensation is intended to be qualified performance-based
compensation under Section 162(m) of the Code.
3. The
Committee shall, periodically, and at least annually, review and approve all
compensation for all executive officers and all other officers subject to the
reporting requirements of Section 16(a) of the 1934 Act based upon an evaluation
of their performance relative to approved performance goals and
objectives. The Committee shall also review and approve all officers’
employment agreements and severance arrangements.
4. The
Committee shall, periodically, and at least annually, review and recommend to
the Board compensation for non-management directors’ service on the Board and
any committees. Such evaluation shall take into consideration the
compensation paid to directors of comparable companies. In addition,
the Committee shall consider the appropriate additional compensation
non-management directors should receive for service as chairs of the Board or
committees thereof.
5. The
Committee shall periodically engage in a general review of base compensation
levels for all other employees of the Company.
6. The
Committee shall periodically review and approve all annual bonus, long-term
incentive compensation, stock option, employee pension and welfare benefit plans
(including 401(k), employee stock purchase plan, long-term incentive plan,
management incentive plan and others), and with respect to each plan shall have
responsibility for:
(i)
general administration;
(ii)
setting performance targets under all annual bonus and long-term
incentive
compensation
plans as appropriate and committing to writing any and all performance targets
for all executive officers who may be “covered employees” under Section 162(m)
of the Code within the first 90 days of the performance period to which such
target relates or, if shorter, within the period provided by Section 162(m) of
the Code in order for such target to be “pre-established” within the meaning of
Section 162(m);
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(iii)
certifying that any and all performance targets used for any performance- based
equity
compensation
plans have been met before payment of any executive bonus or compensation or
exercise of any executive award granted under any such plan(s);
(iv)
approving all amendments to, and terminations of, all compensation plans and
any
awards
under such plans;
(v)
granting any awards, under any performance-based annual bonus, long-term
incentive
compensation
and equity compensation plans to executive officers or current employees with
the potential to become the Chief Executive Officer or an executive officer,
including stock options and other equity rights (e.g., restricted stock, stock
purchase rights);
(vi)
making recommendations to the Board with respect to awards for the
Company’s
directors
under the Company’s equity incentive plan(s); and
(vii)
repurchasing securities from terminated employees, other than ordinary
course
repurchases
of shares issued upon the early exercise of stock options in connection with the
termination of an employee’s employment.
All plan
reviews should include reviewing the plan’s administrative costs, reviewing
current plan features relative to any proposed new features, and assessing the
performance of the plan’s internal and external administrators if any duties
have been delegated. No adoption, amendment or termination of any
compensation plan under which stock may be issued or in which a member of the
Board may be a participant shall be effective unless it is approved by the Board
and, to the extent required by law, by the stockholders. No adoption,
amendment or termination of any compensation may be made that violates this or
any other committee charter of the Company.
7. The
Committee shall establish and periodically review policies concerning perquisite
benefits.
8. The
Committee shall periodically review the need for a Company policy regarding
compensation paid to the Company’s executive officers in excess of limits
deductible under Section 162(m) of the Code.
9. The
Committee shall determine the Company’s policy with respect to change of control
or “parachute” payments.
10. The
Committee shall review and approve executive officer and director
indemnification and insurance matters.
11. The
Committee shall review and approve any employee loans; provided that no such
review or approval shall be necessary in the case of ordinary loans under the
Company’s 401(k) or similar employee savings plan; provided further, that all
loans to executive officers and directors shall be prohibited at any time the
Company is subject to Section 402 of the Sarbanes-Oxley Act of
2002.
12. If
applicable, the Committee shall prepare and approve any required Compensation
Committee report to be included as part of the Company’s annual proxy statement
or annual financial reports to stockholders.
13. The
Committee shall monitor the Company’s compliance with the requirements of the
Sarbanes-Oxley Act of 2002 and other applicable laws, regulations and rules
relating to compensation arrangements for directors and executive
officers.
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14. The
Committee shall evaluate its own performance on an annual basis, including its
compliance with this Charter, and report to the Board with respect to such
evaluation, including any recommendations for changes in procedures or policies
governing the Committee. The Committee shall conduct such evaluation
and review in such manner as it deems appropriate.
15. The
Committee shall periodically review and reassess this Charter and submit any
recommended changes to the Board for its consideration.
16. The
Committee shall review any other duties or responsibilities delegated to the
Committee by the Board from time to time relating to the Company’s compensation
programs.
VI. DELEGATION OF DUTIES
In
fulfilling its responsibilities, the Committee shall be entitled to delegate any
or all of its responsibilities to a subcommittee of the Committee, except that
it shall not delegate its responsibilities set forth in paragraphs 2, 3, 4 and 6
of Section V above or for any matters that involve executive compensation or any
matters where it has determined such compensation is intended to comply with
Section 162(m) of the Code by virtue of being approved by a committee of
“outside directors” or is intended to be exempt from Section 16(b) under the
1934 Act pursuant to Rule 16b-3 by virtue of being approved by a committee of
“non-employee directors.”
The
Committee may delegate and grant authority to the Chief Executive Officer and/or
a committee of other executive officers to grant awards under the Company’s
equity incentive plan(s) to the Company’s employees holding positions below the
level of Vice President.
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