Appendix C Appendix C Remuneration Committee
The committee's duties shall include those stated in Paragraph HC-5.2.1.January 2014
Committee Duties and Responsibilities
In serving those duties the committee shall consider, and make specific recommendations to the board on, both
remunerationpolicy and individual remunerationpackages for the CEOand other senior managers. This remunerationpolicy 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 remunerationin 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'sperformance.
The committee shall evaluate the
CEO'sand senior management'sperformance in light of the licensee'scorporate goals, agreed strategy, objectives and business plans and may consider the licensee'sperformance and shareholderreturn relative to comparable licensees, the value of awards to CEOsat comparable licensees, and awards to the CEOin 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 2014
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 2014
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 CEOor other approved persons, without seeking the approval of the board or management. The licenseeshall provide appropriate funding for the compensation of any such persons.January 2014
The committee shall preview and review with the board an annual performance evaluation of the committee, which shall compare the committee's performance with its 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 made at any regularly scheduled board meeting.January 2014