Human Resources & Compensation

HUMAN RESOURCES & COMPENSATION COMMITTEE CHARTER

Approved by the Board on February 11, 2021

Purpose

The Human Resources & Compensation Committee of the Board of the Company (the “Committee”) will (i) oversee the Company’s compensation and benefits (including retirement and pension benefits) philosophy, policies and practices and (collectively, the “Compensation Policies and Practices”) generally, (ii) review and recommend to the Board a compensation structure for the Company’s executive management, (iii) evaluate, review and recommend to the Board the amount and components of the annual base salaries and annual and long‑term incentive compensation to be granted each year to the Company’s executive management, (iv) oversee the financial position and performance, governance, administration and compliance with legal requirements of the pension plans of the Company, its subsidiaries and certain related parties, (v) oversee the Company’s people and talent development philosophies and policies and succession planning for the Company’s executive management, (vi) review proposed appointments to executive management and make recommendations for approval to the Board, and (vii) fulfill the other responsibilities set forth in this Charter.  The Company’s executive management consists of its President and Chief Executive Officer, Chief Financial Officer, Chief Operating Officer (if any) and Vice-Presidents.

 

Membership and Independance

The Committee will consist of at least three members, comprised of independent directors.

The Board will recommend nominees and appoint the members to the Committee and designate the chair annually and as vacancies or newly created positions occur.  Appointed committee members and the chair may be removed by the Board at any time.

The independence of each director on the Committee will be determined in accordance with the securities laws, rules, regulations and guidelines of all applicable securities regulatory authorities (collectively, “Securities Laws”) and of the stock exchanges on which the Company’s securities are listed.

In addition, for so long as any of the Company’s securities are listed on the New York Stock Exchange (“NYSE”), the Board will affirmatively determine, in accordance with the applicable rules of the NYSE, that such director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director as a member of the Committee and, in doing so, must consider all factors specifically relevant to such determination.

Responsibilities

In addition to any other responsibilities that may be assigned from time to time by the Board, the Committee is directly responsible for the matters described below.