Policies and Guidelines Board Committees
Directors and Officers  

Human Resources Committee

The Human Resources Committee’s basic responsibility is to assure that the non-employee members of our Board of Directors, the Chief Executive Officer, other executive officers and key management are compensated effectively and in a manner consistent with our stated compensation philosophy and objectives, internal equity considerations, competitive practices and the requirements of the appropriate regulatory bodies. The Human Resources Committee oversees our organizational, personnel, compensation and benefits policies and practices. It establishes the compensation of executive officers and administers the 2004 Incentive Stock and Awards Plan, the 2009 Incentive Stock and Awards Plan and other executive benefit plans. All members of the Human Resources Committee are independent directors as defined under NYSE listing standards.

The Human Resources Committee has retained the services of an external independent compensation consulting firm. The mandate of the consulting firm is to assist the Human Resources Committee in its review of executive and director compensation practices, including the competitiveness of pay levels, executive compensation design issues, market trends and technical considerations. The nature and scope of services rendered by the consulting firm on the Human Resources Committee’s behalf includes: 

  • Analyses of general industry compensation data and updates of trends in executive compensation;
  • Ongoing support with regard to the latest relevant regulatory, technical, and/or accounting considerations impacting executive compensation and benefit programs;
  • Guidance on overall compensation program structure and executive employment agreement terms; and
  • Preparation for and attendance at selected management, committee or Board of Director meetings.

The Human Resources Committee evaluates the consulting firm periodically and has the final authority to hire and terminate the firm.   

Human Resources Charter

 

Commmittee Descriptions

Audit

Human Resources

Governance