Appendix C Appendix C Remuneration Committee
The committee's duties shall include those stated in rule HC-5.2.1.July 2011
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 officers. 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 perquisites; 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;(ii) Specific criteria to be used in evaluating an officer's performance.
The committee shall evaluate the
CEO'sperformance in light of corporate goals and objectives and may consider the company's performance and shareholder return relative to comparable companies, the value of awards to CEOsat comparable companies, 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 director or officer
remuneration, administering remunerationplans, or related matters.July 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.July 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
CEOor other officers, without seeking the approval of the board or management. The company's shall provide appropriate funding for the compensation of any such persons.July 2011
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 written report provided at any regularly scheduled board meeting.Amended: April 2013