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Corporate Governance »
Compensation Committee Charter
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The
Compensation Committee’s role is to discharge the Board’s
responsibilities relating to compensation of the Company’s
executives, to produce an annual report on executive compensation
for inclusion in the Company’s proxy statement and to oversee
and advise the Board on the adoption of policies that govern
the Company’s compensation programs, including stock and benefit
plans.
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| The membership of the Committee
consists of at least three directors, each of whom is to be
free of any relationship that, in the opinion of the Board,
would interfere with his or her exercise of independent judgment.
Applicable laws and regulations will be followed in evaluating
a member’s independence. The Board of Directors appoints the
chair and members of this Committee. |
| The Committee meets at least
one time a year. Additional meetings may occur as the Committee
or its chair deems advisable. The Committee will cause to be
kept adequate minutes of all its proceedings and will report
its actions to the next meeting of the Board. Committee members
will be furnished with copies of the minutes of each meeting
and any action taken by unanimous consent. The Compensation
Committee is governed by the same rules regarding meetings (including
meetings by conference telephone or similar communications equipment),
action without meetings, notice, waiver of notice, quorum and
voting requirements as are applicable to the Board. The Committee
is authorized to adopt its own rules of procedure not inconsistent
with (a) any provision of this Charter, (b) any provision of
the Bylaws of the Company, or (c) the laws of the state of Delaware.
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| The Committee will have the resources
and authority necessary to discharge its duties and responsibilities,
including the authority to retain outside counsel or other experts
or consultants, as it deems appropriate. Any communications
between the Committee and legal counsel in the course of obtaining
legal advice will be considered privileged communications of
the Company and the Committee will take all necessary steps
to preserve the privileged nature of those communications.
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Subject
to the provisions of the Company's Corporate Governance Guidelines,
the principal responsibilities and functions of the Compensation
Committee are as follows:
- Review
the competitiveness of the Company’s executive compensation
programs to ensure (a) the attraction and retention of corporate
officers, (b) the motivation of corporate officers to achieve
the Company’s business objectives and (c) to align the interest
of key leadership with the long-term interests of the Company’s
shareholders.
- Review
the performance of the CEO and the executive management
team compared with established goals and objectives.
- Review
and approve CEO goals and objectives, set CEO compensation
levels consistent with company philosophy and the regular
annual evaluation of the CEO's performance. Approve the
salaries, bonus and other compensation for all corporate
officers at the level of executive vice president and above.
- Review
and approve compensation packages for new corporate officers
and termination packages for corporate officers as requested
by management.
- Review
and approve the awards made under any executive officer
bonus plan and provide an appropriate report to the Board.
- Review
and make recommendations concerning long-term incentive
compensation plans, including the use of stock options and
other equity-based plans. Except as otherwise delegated
by the Board, the Committee will act on behalf of the Board
as the "Committee" established to administer equity-based
and employee benefit plans, and as such will discharge any
responsibilities imposed on the Committee under those plans,
including making and authorizing grants, in accordance with
the terms of those plans.
- Review
periodic reports from management on matters relating to
the Company’s personnel appointments and practices.
- Produce
an annual Report of the Compensation Committee on Executive
Compensation for the Company’s annual proxy statement in
compliance with applicable Securities and Exchange Commission
rules and regulations and relevant listing authority.
- This
Committee and the Board review this charter annually.
Last
Revised: March 17, 2006
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Copyright © 2002 Chindex International, Inc. All Rights Reserved
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