Appendix C Appendix C Remuneration Committee
Committee Duties
The committee's duties shall include those stated in Paragraph HC-5.2.1.
January 2013Committee Duties and Responsibilities
In serving those duties the committee shall consider, and make specific recommendations to the board on, both
remuneration policy and individualremuneration packages for theCEO and other senior managers. Thisremuneration 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 determiningremuneration in individual cases, including on:(i) The relative importance of each component noted in a) above;(ii) Specific criteria to be used in evaluating a senior manager's performance.The committee shall evaluate the
CEO's and senior management's performance in light of thelicensee's corporate goals, agreed strategy, objectives and business plans and may consider thelicensee's performance and shareholder return relative to comparablelicensees , the value of awards toCEOs at comparablelicensees , and awards to theCEO in past years.The committee should also be responsible for retaining and overseeing outside consultants or firms for the purpose of determining approved persons' remuneration, administering remuneration plans, or related matters.
January 2013Committee 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 2013Committee 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 , theCEO or other approved persons, without seeking the approval of the board or management. Thelicensee shall provide appropriate funding for the compensation of any such persons.January 2013Performance 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.
January 2013