The purpose of the Compensation Committee (the "Committee") shall be to carry out the responsibility of the 董事会 relating to executive compensation and to produce an annual report on executive compensation for inclusion in the proxy statement. The guiding principle of the Committee is to provide a compensation program that enables the Company 保留 and motivate a team of high quality executives who will create long-term shareholder value.
The Committee shall consist of not less than three directors as appointed by the 董事会. 委员会主席由董事会指定. 委员会主席将主持每一次委员会会议. 在这种情况下，委员会主席没有出席会议, the Committee members present at that meeting shall designate one of its members as the acting chair for such meeting.
董事会可酌情罢免委员会成员. Each member of the Committee shall be independent as defined by the New York Stock Exchange for the purpose of this Charter and a “non-employee director” as that term is defined under U.S. 证券交易委员会规则16b-3, provided that if a member of the Committee ceases to be independent for reasons beyond that member’s control, 会员, in the discretion of the 董事会 and with notice to the New York Stock Exchange, may remain on the Committee until a date up to one year from the event that caused 会员 to no longer be independent or the next annual shareholder’s meeting of the Company, 哪个是早些时候.
The 董事会 shall make an affirmative determination that each member of the Committee is independent. 在做出决定时, 董事会应考虑1)任何咨询, 咨询, (五)向会员支付之其他补偿费, 2)成员与公司的任何从属关系, 其子公司及或联属公司, and 3) all other factors relevant to determining whether 会员 has any relationships that are material to that member’s ability to be independent from management in connection with the duties of Committee membership.
委员会应在履行其职责所需时经常开会. Meetings may be held in person or by means of a conference telephone 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 会员s 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. 委员会也可不经会议一致同意而采取行动. The Committee may delegate any of its responsibilities to subcommittees as the Committee may deem appropriate.
- 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 每年至少 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. 确定这种年度补偿, the Committee shall consider the results of the Company's most recent shareholder 咨询 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 咨询 vote on executive compensation.
- Administer, interpret and determine awards pursuant to the Company's equity-based compensation plans.
- Oversee 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.
- 拥有唯一的权力, 在其自由裁量权, 保留, 监督并终止任何薪酬顾问, 独立法律顾问或其他赔偿顾问, 一个“顾问”)，以协助董事的评估, 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, 要求向该等顾问支付合理的补偿. 在聘请任何顾问之前, 而且是在一个持续的基础上, the Committee shall assess the independence of the Adviser by considering all relevant factors, 包括, 但不限于, 以下每一个因素, 它的存在并不必然排除任何特定的接触:
- 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;
- 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.
- 经过与管理层的评审和讨论, determine whether to recommend to the 董事会 that the Compensation Discussion and Analysis 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及年度委托书.
- 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.
- 审查和评估, 每年至少, the 薪酬委员会章程 and submit changes for approval of the 董事会.
薪酬委员会是, 和负责, 直接向其汇报的董事会. The Compensation Committee is responsible for periodically updating the 董事会 about Committee activities and making appropriate recommendations.