Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - Touchpoint Group Holdings Inc. | ohgi_8k.htm |
Exhibit 99.1
AMENDED AND RESTATED
CHARTER OF THE COMPENSATION COMMITTEE OF ONE HORIZON GROUP, INC.
Membership
The Compensation Committee (the "Committee") of the board of directors (the "Board") of One Horizon Group, Inc. (the "Company") shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the provisions of Rule 10C-1(b)(1) under Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules of the NASDAQ Stock Market or any other securities exchange on which any of the Company’s securities are listed.
The members of the Committee shall be appointed by the nominating and corporate governance committee of the Board. The members of the Committee shall serve for such term or terms as the Board may determine or until earlier resignation or death. The Board may remove any member from the Committee at any time with or without cause.
Purpose
The purpose of the Committee is to carry out the responsibilities delegated by the Board relating to the review and determination of executive compensation.
Duties and Responsibilities
The Committee shall have the following authority and responsibilities:
To review and approve the compensation of the chief executive officer ("CEO"). In evaluating and determining CEO compensation, the Committee shall consider the results of the most recent stockholder advisory vote on executive compensation ("Say on Pay Vote") required by Section 14A of the Exchange Act. The CEO cannot be present during any voting or deliberations by the Committee on his or her compensation.
To approve the compensation of all other executive officers. In evaluating and determining executive compensation, the Committee shall consider the results of the most recent Say on Pay Vote.
To retain, in its sole discretion, a compensation consultant, legal counsel or other adviser or obtain the advice of a compensation consultant, legal counsel or other adviser
To be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the compensation committee or said group.
To select, or receive advice from, in its sole discretion, a compensation consultant, legal counsel or other adviser, other than in-house legal counsel, only after conducting an independence assessment with respect to the adviser as provided for in the Securities Exchange Act of 1934.
To have authority to obtain appropriate funding, as determined by the compensation committee or said group, from the Company for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser retained by the compensation committee or said group.
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To review, and approve and, when appropriate, recommend to the Board for approval, any employment agreements and any severance arrangements or plans, including any benefits to be provided in connection with a change in control, for the CEO
and other executive officers, which includes the ability to adopt, amend and terminate such agreements, arrangements or plans.
To review the Company's incentive compensation arrangements to determine whether they encourage excessive risk-taking, to review and discuss at least annually the relationship between risk management policies and practices and compensation, and to evaluate compensation policies and practices that could mitigate any such risk.
To review and recommend to the Board for approval the frequency with which the
Company will conduct Say on Pay Votes, taking into account the results of the most recent stockholder advisory vote on frequency of Say on Pay Votes required by Section 14A of the Exchange Act, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Company's proxy statement.
To review director compensation for service on the Board and Board committees at least once a year and to recommend any changes to the Board.
Structure and Operations
The Board shall designate a member of the Committee as the chairperson. The Committee shall meet at least four times a year at such times and places as it deems necessary to fulfill its responsibilities. The Committee shall report regularly to the Board regarding its actions and make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.
The Committee may invite such members of management to its meetings as it deems appropriate. However, the Committee shall meet regularly without such members present, and in all cases the CEO and any other such officers shall not be present at meetings at which their compensation or performance is discussed or determined.
The Committee shall review this Charter at least annually and recommend any proposed changes to the Board for approval.
Delegation of Authority
The Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole discretion.
Amended and Restated : February 17, 2014
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