薪酬委员会约章
I. Purpose
The primary purpose of the Compensation Committee (the "Committee") shall be to carry out the responsibility of the 董事会 relating to executive and director compensation and to produce an annual report on executive compensation for inclusion in the proxy statement. The Committee will also carry out the responsibilities of the Board in its oversight of the Company’s human capital resources. The guiding principle of the Committee is to provide a compensation program that enables the Company to retain and motivate a team of high quality executives who will create long-term shareholder value.
II. Structure
The Compensation Committee shall consist of not less than three directors as appointed by the 董事会. 董事会可自行决定免除成员的职务.
Each member of the Committee shall be independent as defined by the New York Stock Exchange (the “NYSE”) and the U.S. 美国证券交易委员会(“SEC”)为本章程的目的, 并应是美国证券交易委员会规则16b-3中定义的“非雇员董事”, provided that if a member of the Committee ceases to be independent for reasons beyond that member’s control, the member, 由董事会酌情决定并通知纽约证券交易所, may remain on the Committee until a date up to one year from the event that caused the member to no longer be independent or the next annual shareholder’s meeting of the Company, 以较早的为准.
The 董事会 shall make an affirmative determination that each member of the Committee is independent. 在做出这个决定时, 董事会应考虑1)任何咨询, advisory, 或支付给会员的其他补偿性费用, 2)会员与本公司的任何从属关系, 其子公司和/或附属公司, and 3) all other factors relevant to determining whether the member has any relationships that are material to that member’s ability to be independent from management in connection with the duties of Committee membership.
委员会主席由董事会指定. 委员会主席将主持委员会的每次会议. 如委员会主席未出席会议, the Committee members present at that meeting shall designate one of the Committee’s members as the acting chair for such meeting.
III. Procedure
委员会应在必要时经常开会，以履行其职责. 会议可亲自召开或通过会议电话召开, videoconferencing software or other electronic technology allowing all persons participating in the meeting to hear each other at the same time. The Committee may ask members of management or others to attend Committee meetings and provide pertinent information when needed. At least half the members of the Committee will constitute a quorum with a majority of votes of those Committee members present at a meeting in which a quorum has been established being sufficient to adopt a resolution or otherwise take action. 委员会也可未经会议一致同意采取行动. 根据法律和监管要求以及纽约证券交易所的要求, the Committee may delegate any of its responsibilities to subcommittees as the Committee may deem appropriate.
IV. 职责、责任和权限
- Review and approve on an annual basis the corporate goals and objectives with respect to compensation for the Chief Executive Officer and other executive officers.
- Evaluate 至少每年一次 the performance of the Chief Executive Officer and the other executive officers in light of established goals and objectives and, 基于这样的评价, have sole authority to determine the annual compensation of the Chief Executive Officer and the other executive officers. 在确定这种年度补偿时, the Committee shall consider the results of the Company's most recent shareholder advisory vote on executive compensation.
- Review and make recommendations to the 董事会 with respect to the types of incentive-compensation plans and equity-based compensation plans to be maintained by the Company. 在审查和提出这些建议时, the Committee shall consider the results of the Company's most recent shareholder advisory vote on executive compensation.
- Administer, interpret and determine awards pursuant to the Company's equity-based compensation plans.
- 履行董事会监督人力资本管理的职责, including review of the development of management succession plans and the development and evaluation of potential candidates.
- Review and make recommendations to the 董事会 with respect to the compensation of directors.
- 对委员会进行年度绩效评估.
- 拥有唯一的权威, 在其自由裁量权, to retain, 监督和终止任何薪酬顾问, 独立法律顾问或其他薪酬顾问(各一), (“顾问”)协助评估董事, 首席执行官或高管薪酬, 包括批准顾问费用和其他保留条款的唯一权力. 公司应提供适当的资金, 由委员会决定, 向任何该等顾问支付合理补偿. 在聘用任何顾问之前, 在持续的基础上, 委员会应通过考虑所有有关因素来评估顾问的独立性, including, 但不限于, 以下每一个因素, 其存在并不一定会排除任何特定的约定:
- 顾问的雇主是否向公司提供其他服务;
- the amount of fees the Company pays to the Adviser's employer, as a percentage of total revenue;
- the policies and procedures of the Adviser's employer designed to prevent and address conflicts of interest;
- 顾问与委员会任何成员的任何业务或个人关系;
- any stock of the Company owned by the Adviser; and
- any business or personal relationship of the Adviser or the Adviser's employer with an executive of the Company.
- 经过与管理层的审查和讨论, determine whether to recommend to the 董事会 that management’s proposed text of the Compensation Discussion and Analysis section be included in the Company's proxy statement. The Committee shall provide disclosures and reports as required by SEC regulations for inclusion in the annual report, 表格10-K和年度代理报表.
- Periodically review the Company’s compensation policies and practices to evaluate the extent to which such policies and procedures may create incentives that encourage unnecessary and excessive risk-taking which could have a material adverse effect on the Company.
- 批准和监督任何回收的实施和管理, recoupment or similar policy or agreement applicable to current or former executive officers or other employees, 根据适用法律, 证券交易所要求或其他.
- 检讨及评估, 至少每年一次, 薪酬委员会章程，并提交变更提交董事会批准.
- 执行董事会要求的其他职能.
V. 报告的责任
薪酬委员会是, 对…负责, 直接向其报告的董事会. The Compensation Committee is responsible for regularly updating the 董事会 about Committee activities and making appropriate recommendations.