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 managers. 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 a senior manager's performance.
The committee shall evaluate the CEO's and senior management's performance in light of the licensee's corporate goals, agreed strategy, objectives and business plans and may consider the licensee's performance and shareholder return relative to comparable licensees, the value of awards to CEOs at comparable 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 approved persons' remuneration, administering remuneration plans, or related matters.
January 2013
