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  • Appendix C Appendix C Remuneration Committee

    • Committee Duties

      The committee's duties shall include those stated in Paragraph HC-5.1.1.

      January 2011

    • Committee Duties and Responsibilities

      In serving those duties the committee shall consider, and make specific recommendations to the Board on, both remuneration policy and individual remuneration packages for the CEO and other senior officers. This remuneration policy should cover at least:

      (a) The following components:
      (i) Salary;
      (ii) The specific terms of performance-related plans including any stock compensation, stock options, or other deferred-benefit compensation;
      (iii) Pension plans;
      (iv) Fringe benefits such as non-salary perks; and
      (v) Termination policies including any severance payment policies; and
      (b) Policy guidelines to be used for determining remuneration in individual cases, including on:
      (i) The relative importance of each component noted in a) above;
      (ii) Specific criteria to be used in evaluating an officer's performance.

      The committee shall evaluate the CEO's performance in light of corporate goals and objectives and may consider the insurance licensee's performance and shareholder return relative to comparable insurance licensees, the value of awards to CEOs at comparable insurance licensees, and awards to the CEO in past years.

      The committee should also be responsible for retaining and overseeing outside consultants or firms for the purpose of determining director or officer remuneration, administering remuneration plans, or related matters.

      January 2011

    • Committee Structure and Operations

      The committee shall elect one member as its chair.

      The committee shall meet at least twice a year. Its meetings may be scheduled in conjunction with regularly-scheduled meetings of the entire Board.

      January 2011

    • Committee Resources and Authority

      The committee shall have the resources and authority necessary for its duties and responsibilities, including the authority to select, retain, terminate and approve the fees of outside legal, consulting or compensation firms used to evaluate the compensation of directors, the CEO or other officers, without seeking the approval of the Board or management. The insurance licensee's shall provide appropriate funding for the compensation of any such persons.

      January 2011

    • Performance Evaluation

      The committee shall preview and review with the Board an annual performance evaluation of the committee, which shall compare the committee's performance with the above requirements and shall recommend to the Board any improvements deemed necessary or desirable to the committee's charter. The report must be in the form of a written report provided at any regularly scheduled Board meeting.

      Amended: October 2012
      January 2011