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Appendix D Remuneration Committee

Committee Purposes

The committee's purposes shall include those stated in Section 5.1 of the Corporate Governance Code.

Committee Duties and Responsibilities

In serving those purposes 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:

•   The following components:
•   salary,
•   the specific terms of performance-related plans including any stock compensation, stock options, or other deferred-benefit compensation,
•   pension plans,
•   fringe benefits such as non-salary perquisites, and
•   termination policies including any severance payment policies; and
•   Policy guidelines to be used for determining remuneration in individual cases, including on:
•   the relative importance of each component,
•   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 company's performance and shareholder return relative to comparable companies, the value of awards to CEOs at comparable companies, 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.

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.

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 company shall provide appropriate funding for the compensation of any such persons.

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 may be in the form of an oral report made at any regularly scheduled board meeting.