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Compensation Committee's Model Charter
Introduction
The Board of Directors shall designate annually
a Compensation Committee comprised of three or more Directors,
who may be removed by the Board of Directors in its discretion.
The members of the Compensation Committee shall be “independent”
as determined in accordance with the laws, rules and regulations
of the Stock Exchange, shall be “Non-Employee Directors,”
as defined and shall be “outside directors” , and
shall comply with all other applicable laws, rules, regulations
and requirements.
The Compensation Committee shall report regularly
to the Board of Directors.
The Board of Directors shall elect a Chairman
of the Compensation Committee annually.
Responsibility
The responsibility of the Compensation Committee
is to
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Discharge the Board of Director’s
responsibilities relating to compensation of the Company’s
directors and executives, and
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Prepare an annual report on executive compensation
for inclusion in the Company’s Annual Report / proxy
statement in accordance with applicable laws, rules and regulations.
Meetings
The Compensation Committee shall meet as often
as it deems necessary or appropriate to carry out its responsibilities
and may, in its sole discretion, form and delegate authority to
subcommittees (comprised only of Compensation Committee members)
in furtherance of such responsibilities.
The Chairman of the Compensation Committee shall
call meetings of the Compensation Committee, the Chairman of the
Board or the President of the Company. All such meetings shall
be held pursuant to the Articles of Association of the Company
with regard to notice and waiver thereof, and written minutes
of each such meeting shall be duly filed in the Company’s
records. The Company Secretary shall be the Secretary of the Committee.
Powers and Responsibilities
The Compensation Committee shall:
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Review, at least annually, the Company’s
compensation strategy to ensure that (a) executives are rewarded
in a manner consistent with such strategy, internal equity
considerations, competitive practices, applicable legal and
regulatory requirements and their contributions to Company
growth, financial and operating performance, and (b) the executive
compensation strategy supports the Company’s objectives
and shareholder interests.
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Review and approve corporate goals and
objectives relevant to compensation, evaluate the performance
of the Company’s executives, including the Chief Executive
Officer (the “CEO”), in light of these goals and
objectives, set the annual compensation of the CEO and other
executives based on this evaluation and other factors the
Compensation Committee deems to be relevant, including without
limitation competitive market practices and relative Total
Shareholder Return. The Compensation Committee shall also
review and approve the terms on which any such compensation
may be deferred.
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Make recommendations to the Board of Directors
with respect to the amount and manner of payment of cash compensation
for non-employee members of the Board of Directors, the terms
and awards of any stock-based compensation or other programs
for such members of the Board of Directors and the terms on
which any such compensation may be deferred.
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Review and make recommendations to the
Board of Directors with respect to the approval, amendment
and termination of the Company’s incentive compensation
plans and equity-based plans subject, where required, to shareholder
approval, and administer such plans.
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Approve grants of stock or stock options
to individuals eligible for such grants. The Compensation
Committee may delegate to the CEO the authority, subject to
any limitations determined by the Compensation Committee,
to grant options to employees of the Company or any subsidiary
of the Company who are not directors or officers of the Company.
Additional Powers and Responsibilities
The Compensation Committee shall have the authority
to engage and obtain advice and assistance from advisors, including
independent or outside legal counsel and shall have sole authority
to retain and/or terminate a compensation-consulting firm. The
Compensation Committee shall have the sole authority to approve
the fees and other retention terms of any such engagement, as
it determines is necessary or appropriate to carry out its duties.
The Company in accordance with its normal business practices should
pay fees and costs of such advisors promptly.
The Compensation Committee shall, on an annual
basis, review and reassess the adequacy of this Charter and conduct
an evaluation of the Compensation Committee's own performance
during such past year.
"TOTAL
SHAREHOLDER RETURN" means as to any Performance Period,
the total return (change in share price plus reinvestment
of any dividends) of a Share
Total Shareholder Return (TSR) means an increase or decrease
in capital value of a listed/quoted company over a 1-year
period, plus dividends and share buybacks. TSR is expressed
as a plus or minus percentage of the opening value of share
price.
The
generally accepted formula for calculation of Total Shareholder
Return (TSR) =
(Share price year 2-Shareprice year 1)+(Dividend year 2+
Buyback of shares year 2) / Share price year 1)
Total Shareholder Return (TSR) cannot be calculated or be
done for
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