Attached files
Compensation Committee Charter
Exhibit 14.2
June 22, 2017
ARRESTAGE INTERNATIONAL, INC
BOD Resolution: Compensation Committee
CHARTER OF THE COMPENSATION COMMITTEE OF Arrestage International,
inc.
Membership
The
Compensation Committee (the "Committee") of the board
of directors (the "Board") of Arrestage
International, Inc. (the "Company") shall consist
of two 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 Over The Counter Marketplace
(“OTCQB”) and the New York Stock Exchange
(“NYSE”).
Because
of the relationship each Board member has in regard to
“interest” with the Company, Arrestage will employ at
least one outside independent consultant to monitor and report on
the recommendations by this committee. These recommendations made
by outside consultant(s) shall be fully considered and
recorded.
The
members of the Committee shall be appointed by the Board, based on
recommendations from the nominating and corporate governance
committee of the Board. The members of the Committee shall be
appointed for two-year terms and 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:
I.
To review and
approve annually the corporate goals and objectives applicable to
the compensation of the chief executive officer ("CEO"), evaluate at least
annually the CEO's performance, in light of those goals and
objectives, and determine and approve the CEO's compensation level
based on this evaluation.
In
determining the long-term incentive component of CEO compensation,
the Committee may consider:
1)
The Company's
performance and relative stockholder return;
2)
The value of
similar incentive awards given to CEOs at comparable companies and
the awards given to the Company's CEO in past years. (The Committee
shall print comparable quantitative statistics and discuss such
comparable between committee members. Notes shall be made and
recorded as minutes, as to percentage above or below such average
of comparable Companies. 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.
II.
To approve the
compensation of all other executive officers. In evaluating and
making recommendations regarding executive compensation, the
Committee shall consider the results of the most recent Say on Pay
Vote.
III.
To review, and when
appropriate, recommend to the Board for approval, incentive
compensation plans and equity-based plans, and where appropriate or
required, recommend for approval by the stockholders of the
Company, which includes the ability to adopt, amend and terminate
such plans. The Committee shall also have the authority to
administer the Company's incentive compensation plans and
equity-based plans, including designation of the employees to whom
the awards are to be granted, the amount of the award or equity to
be granted and the terms and conditions applicable to each award or
grant, subject to the provisions of each plan. In reviewing and
making recommendations regarding incentive compensation plans and
equity-based plans, including whether to adopt, amend or terminate
any such plans, the Committee shall consider the results of the
most recent Say on Pay Vote, as well as examining comparable
companies’ incentive plans.
IV.
To review and
discuss with management the Company's Compensation Discussion and
Analysis ("CD&A") and the
related executive compensation information, recommend that the
CD&A and related executive compensation information be included
in the Company's annual report on Form 10-K and produce the
compensation committee report on executive officer compensation
required to be included in the Company's annual report on Form
10-K.
V.
To review, 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.
VI.
To determine stock
ownership guidelines for the CEO and other executive officers and
monitor compliance with such guidelines.
VII.
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.
VIII.
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.
IX.
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.
Outside Advisors
The
Committee shall have the authority, in its sole discretion, to
select, retain and obtain the advice of a compensation consultant
as necessary to assist with the execution of its duties and
responsibilities as set forth in this Charter. The Committee shall
set the compensation, and oversee the work, of the compensation
consultant. The Committee shall have the authority, in its sole
discretion, to retain and obtain the advice and assistance of
outside legal counsel, and accounting advisors, and such other
advisors as it deems necessary to fulfill its duties and
responsibilities under this Charter. The Committee shall set the
compensation, and oversee the work, of its outside legal counsel
and other advisors. The Committee shall receive appropriate funding
from the Company, as determined by the Committee in its capacity as
a committee of the Board, for the payment of compensation to its
compensation consultants, outside legal counsel and any other
advisors. However, the Committee shall not be required to implement
or act consistently with the advice or recommendations of its
compensation consultant, legal counsel or other advisor to the
compensation committee, and the authority granted in this Charter
shall not affect the ability or obligation of the Committee to
exercise its own judgment in fulfillment of its duties under this
Charter.
The
compensation consultant(s), outside counsel and any other advisors
retained by, or providing advice to, the Committee (other than the
Company's in-house counsel) shall be independent as determined in
the discretion of the Committee after considering the factors
specified in Rule 10C-1, Section 10C (c)(2) of the Securities and
Exchange Act. In retaining or seeking advice from compensation
consultants, outside counsel and other advisors, the Committee must
take into consideration the factors specified in Rule 10C-1. The
Committee may retain, or receive advice from, any compensation
advisor they prefer, including ones that are not independent, after
considering the specified factors.
The
Committee is not required to assess the independence of any
compensation consultant or other advisor that acts in a role
limited to consulting on any broad-based plan that does not
discriminate in scope, terms or operation in favor of executive
officers or directors and that is generally available to all
salaried employees or providing information that is not customized
for a particular company or that is customized based on parameters
that are not developed by the consultant or advisor, and about
which the consultant or advisor does not provide
advice.
The
Committee shall evaluate whether any compensation consultant
retained or to be retained by it has any conflict of interest in
accordance with Item 407(e)(3)(iv) of Regulation S-K. For certain
off shore or foreign issues or participants, Arrestage
International will abide by the letter of the Regulation S-K.
Arrestage counsel has provided board members with a memorandum for
a careful understanding of this Regulation. By signing below
persons on this committee acknowledge a basic understand of such
regulation.
Structure and Operations
The
Board shall designate a member of the Committee as the chairperson.
The Committee shall meet at least TWO 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. Hired
Consultants reports mentioned herein, shall be considered by the
committee.
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.
Performance Evaluation
The
Committee shall conduct an annual evaluation of the performance of
its duties under this charter and shall present the results of the
evaluation to the Board. The Committee shall conduct this
evaluation in such manner as it deems appropriate.
IN WITNESS WHEREOF, the undersigned directors accept this
Compensation committee charter to better serve shareholder interest
with regard to Executive Compensation.
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