Committee Duties and Responsibilities

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 officers. 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 perquisites; 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;
(ii) 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.

July 2011