Alert Inside. Senator Dodd to Introduce Restoring American Financial Stability Act of 2009
|
|
- Oliver Wright
- 5 years ago
- Views:
Transcription
1 Inside Restoring American Financial Stability Act of 2009 Introduction Executive Say on Pay Golden Parachutes Committee Independence Consultant and Advisor Independence Standards Enhanced Disclosures Clawbacks Hedging Special Financial Institutions Rules Corporate Governance Majority Vote Proxy Access Alert Senator Dodd to Introduce Restoring American Financial Stability Act of 2009 On November 11, 2009 Senator Christopher Dodd (D-CT) unveiled his 1,136 page Restoring American Financial Stability Act of 2009 ( RAFSA ). The bill, if enacted in its present form, would create new regulatory bodies designed to protect consumers and regulate financial institutions, increase the authority of existing agencies, create new offices within existing agencies, provide for self-funding of the SEC, and make substantial changes in executive compensation and corporate governance. Senator Dodd circulated the draft legislation asking for comments and proposed amendments before the bill is formally introduced. As the bill was being prepared for markup, Senator Dodd announced a delay. There is no indication from the Senator when the bill will be formally introduced or whether there will be major changes to the draft version. This Executive Alert focuses on the executive compensation and corporate governance sections of the draft legislation. We believe it is important to notify our readers of these potential legislative changes, even at this very early stage. Experience from past legislative efforts has shown that the final executive compensation and corporate governance provisions often tend to be comparable to those initially proposed. Executive Say on Pay Public companies would be required to provide shareholders with a nonbinding advisory vote on their executive compensation proxy disclosure, a say on pay provision. This provision would become effective for shareholder meetings occurring one year after passage of the bill. Hewitt Comment: The concept of say on pay is widely popular with the voting public, and this provision is similar to others that have been previously proposed A number of companies have already voluntarily provided management say on pay proposals at their annual meetings. Additionally, financial institutions that received TARP funds are required to give shareholders the right to vote on executive compensation disclosures at their annual meetings. The interesting lesson from this past proxy season is all executive pay proposals put to a shareholder vote passed. For the approximately 15 non-tarp companies who voluntarily provided say on pay proposals, average support was 83%. For TARP companies that were required to provide a say on pay resolution, average support was 89%. Chair/CEO Structure Classified Boards Copyright 2009 Aon Hewitt 1 November 24, 2009 / Alert
2 Golden Parachutes Any compensation arrangement payable to the CEO upon the acquisition, merger, consolidation, sale, or other disposition of the company would be subject to shareholder vote, unless it was previously approved by the shareholders. Any such shareholder vote would not be binding nor would it create a fiduciary duty on the directors. This provision would be effective for shareholder meetings occurring one year after the law is enacted. Hewitt Comment: If RAFSA was enacted as drafted, we would not expect companies to solicit a vote on this matter prior to a transaction that would trigger the shareholder vote requirement. There were only 11 shareholder proposals this last proxy season calling for a shareholder vote on golden parachutes. Of the four that came to a vote, none received majority support, and the average support was only 36%. Committee Independence The SEC would be directed to issue rules requiring all national stock exchanges to amend their listing standards to require all listed companies to maintain an independent compensation committee. The SEC would be authorized to make appropriate exceptions. These rules would have to be issued within 360 days following enactment of the legislation. (This 360-day deadline applies to other rules the SEC must issue as described below.) Hewitt Comment: Existing exchange and SEC rules effectively accomplish this now. We do not anticipate that this will cause any hardship for the vast majority of public companies. Consultant and Advisor Independence Standards The SEC would be required to adopt independence requirements for compensation consultants, legal counsel, or other advisors. It would be up to the SEC to adopt an appropriate definition of independence. The bill would affirm the right of the compensation committee to use its discretion to retain compensation consultants. Any such retained compensation consultant must be disclosed in the company s proxy along with a statement acknowledging any conflict of interest, the nature of the conflict, and how it is being addressed. The SEC would also be directed to undertake a study of the use of compensation consultants and the effect of the use of the consultants on the performance of covered companies. The SEC would have to submit its report to Congress within three to five years after enactment of the legislation. Hewitt Comment: This section of the legislative proposal reflects the view of many in Washington that the compensation committees need to be more assertive in maintaining independent oversight of the executive compensation programs. Enhanced Disclosures The SEC would be directed to issue rules requiring public companies to disclose in their proxies the relationship between executive compensation and the financial performance of the company. This disclosure must include a graph or other pictorial comparison of the amount of executive compensation paid over a fiveyear period compared to the financial performance of the company or the return to investors during that same period. Hewitt Comment: The vagueness of the proposed legislation raises many questions as to how the SEC would implement the new requirement. Given the fluid nature of the list of officers that are named in the proxy along with the recent changes in what is disclosed in the Summary Table, we think the SEC will find it challenging to establish rules for compensation paid to executives in the last five years. Copyright 2009 Aon Hewitt 2 November 24, 2009 / Alert
3 Clawbacks All covered companies would be required to adopt clawback provisions that would recoup incentive-based compensation where the company was forced to restate its financial statements. The clawback policy would apply to all executive officers, current and former executives, for a three-year period preceding the restatement. The amount to be recouped would be any incentive-based compensation, including options, in excess of the amount payable under the restatement. Hewitt Comment: Our data shows that 61% of the FORTUNE 200 companies reported having a clawback policy. Clearly, this has already become a best practice for public companies. However, there is a great disparity among companies in defining what triggers a clawback, with many companies limiting clawbacks to those executives guilty of malfeasance. The Dodd bill makes no reference to executives having culpability before they are subject to clawbacks nor does it indicate how the clawback provision would actually be enforced. If this proposed provision becomes law, some employers may consider deferring payments of incentive awards to make sure they have the ability to reverse an award following a restatement. Employee Hedging Public companies would be required to disclose if their employees are eligible to purchase financial instruments to hedge or offset any decrease in the market value of equity that is part of the employees compensation package. Hewitt Comment: Our data shows that 42% of the FORTUNE 200 companies reported having an antihedging policy in 2009 proxy filings. This was an increase over the 30% reporting anti-hedging policies in However, the hedging policies typically apply to Section 16 officers only, and the Dodd bill would appear to cover a broader group. If passed in its present form, the legislation could move companies to extending anti-hedging policies deeper into the organization. Special Executive Rules for Financial Institutions A new agency, the Financial Institutions Regulatory Administration (FIRA) would be established under the bill and would be required to issue standards that would prohibit compensation plans that result in excessive compensation or could lead to material loss to the financial institution. The bill would also allow appropriate federal regulators to impose higher capital standards at financial institutions with compensation practices that, in the opinion of the federal regulator, pose a risk to the institution. Finally, appropriate federal regulators would be instructed to prohibit covered financial institutions from paying executive compensation that is excessive or could lead to material loss to the institution. Corporate Governance Majority Vote The SEC would issue rules under which all national stock exchanges would have to require all listed companies to adopt majority voting standards. In uncontested elections, directors would have to receive a majority of the votes cast to be elected. If the director does not receive a majority, the director would have to tender his or her resignation to the board of directors. The board of directors could either accept the resignation or, on a unanimous vote of the remaining board members, reject the resignation. In the latter case, the board would have to disclose the reasons why they rejected the resignation and why it is in the best interests of the shareholders. In contested elections, a director must receive plurality of the shares represented at a meeting and entitled to vote to be elected. The SEC is authorized to make exceptions in appropriate situations. Copyright 2009 Aon Hewitt 3 November 24, 2009 / Alert
4 Hewitt Comment: Majority voting has gained acceptance as a good governance practice, and is utilized by over 50% of S&P 500 companies. Also, in the 2009 proxy season, shareholder proposals calling for a majority vote were very popular. Over 90 majority voting proposals were submitted, with 42 coming to a vote and garnering average support of over 58%. NYSE rules that are in effect for meetings on or after January 1, 2010, prohibit brokers from casting non-directed votes in routine matters, such as an uncontested director election. Since broker non-votes were a reliable, albeit often modest, source of support for existing directors, the lack of this pool of votes where there is majority voting may prove to be problematic. Proxy Access Within six months after enactment of the bill, the SEC would be required to issue rules that would permit shareholders to nominate members of the board of directors and have their solicitation materials included in the company s proxy statement. The SEC is to determine what are the appropriate terms and conditions under which proxy access should be granted, based on the best interests of shareholders and protection of investors. Hewitt Comment: The SEC s own proxy access proposals as well as another legislative proposal by Senator Schumer would require a minimum ownership interest, generally from 1% to 5%, depending on the size of the company, before proxy access was granted. The Dodd proposal leaves this totally in the purview of the SEC. Chair/CEO Structure Disclosure The SEC would be directed, within six months of enactment of the legislation, to require companies to disclose in their proxy whether they have a separate CEO and Chair of the board of directors or if those roles are filled by the same individual. Companies must then explain their reasons for adopting the leadership structure they have chosen. Hewitt Comment: Like the previous provision, this approach mirrors one already proposed by the SEC. However, it is different than Senator Schumer s proposed legislation which would mandate different individuals for the CEO and Chair positions. Our analysis of the proxy filings of the FORTUNE 200, showed that in 75% of companies, the CEO also served as chair. Of the remaining 25% of companies that reported a separate chair, in 70% of the cases, the chair was the former CEO or other related party. At the same time, there were 47 shareholder proposals calling for an independent/separate chair in Of the 27 that came to a vote, only two received majority support. Average support was 34%. Staggered (Classified) Boards Require Shareholder Approval The SEC would be directed to issue rules requiring all national stock exchanges to amend their listing standards to require shareholder approval for a listed company to maintain a classified board. The proposal provides for a transition period to allow classified boards to come into compliance. Hewitt Comment: The Schumer bill also called for the annual election of directors. There is a definite trend toward annual elections for all directors, but there are still a significant number of companies with classified boards. In the 2009 proxy season, there were 78 proposals calling for a repeal of a classified board. Of the 45 that came to a vote, 28 received majority support. Average support for all proposals was 64%. Copyright 2009 Aon Hewitt 4 November 24, 2009 / Alert
5 * * * * * The Executive Alert is prepared by Aon Hewitt s Executive Center of Technical Expertise led by Dave Sugar. Questions regarding executive compensation technical issues may be directed to Dave Sugar at or dave.sugar@aonhewitt.com. This report is a publication of Aon Hewitt, provides general information for reference purposes only, and should not be construed as legal or accounting advice or a legal or accounting opinion on any specific fact circumstances. The information provided here should be reviewed with appropriate advisors concerning your own situation and any specific questions you may have. Copyright 2009 Aon Hewitt 5 November 24, 2009 / Alert
Executive Compensation Alert
Executive Compensation Alert Inside Financial Reform Bills Passed Awaiting Reconciliation Introduction Executive Compensation Say on Pay Vote on Golden Parachutes Compensation Committee Independence Consultant
More informationLEGAL ALERT. July 22, 2010
LEGAL ALERT July 22, 2010 It s Signed, Now for the Hard Part: What your Board Needs to Know About Corporate Governance and Executive Compensation Provisions in the Dodd-Frank Act The wait for financial
More informationThe Dodd-Frank Wall Street Reform and Consumer Protection Act: Executive Compensation
The Dodd-Frank Wall Street Reform and Consumer Protection Act: Executive Compensation Michael V. Seitzinger Legislative Attorney February 3, 2011 Congressional Research Service CRS Report for Congress
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS (As Amended and Revised, October 15, 2015)
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS (As Amended and Revised, October 15, 2015) The Board of Directors ( Board and its members, Directors ) of American Tower Corporation ( Company
More informationKEY ENERGY SERVICES, INC. CHARTER OF COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. Amended November 19, 2015
KEY ENERGY SERVICES, INC. CHARTER OF COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS Amended November 19, 2015 Organization: The Compensation Committee (the Committee ) shall be comprised of three or
More informationDelphi Technologies PLC. Compensation and Human Resources Committee Charter
Delphi Technologies PLC Compensation and Human Resources Committee Charter TABLE OF CONTENTS I. Purpose of the Committee... 3 II. Authority and Delegation... 3 III. Membership... 4 IV. General Operating
More informationHP INC. BOARD OF DIRECTORS HR AND COMPENSATION COMMITTEE CHARTER
I. Purpose and Authority HP INC. BOARD OF DIRECTORS HR AND COMPENSATION COMMITTEE CHARTER The purposes of the HR and Compensation Committee (the Committee ) of the Board of Directors (the Board ) of HP
More informationCOMPENSATION AND PERSONNEL COMMITTEE CHARTER OF ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. and ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.
I. Purpose COMPENSATION AND PERSONNEL COMMITTEE CHARTER OF ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. and ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC. The Compensation and Personnel Committee (the "Committee")
More information1. Role of the Board of Directors ( The Board ) and Director Responsibilities
April 26, 2018 1. Role of the Board of Directors ( The Board ) and Director Responsibilities The role of the Board is to oversee the management of the Corporation and to represent the interests of all
More informationRESMED INC. COMPENSATION COMMITTEE CHARTER. The ResMed Inc. board of directors adopted this compensation committee charter on February 16, 2018.
RESMED INC. COMPENSATION COMMITTEE CHARTER The ResMed Inc. board of directors adopted this compensation committee charter on February 16, 2018. 1. PURPOSE 1.1. Officer, Director, and Executive Compensation.
More informationCompensation and Human Resources Committee Charter
Purpose The purposes of the Compensation and Human Resources Committee (the Committee ) of Molson Coors Brewing Company (the Company ) are to, on behalf of the Company s Board of Directors (the Board ):
More informationCharter of the Compensation Committee of the Board of Directors of SanDisk Corporation (Adopted March 19, 2015)
Charter of the Compensation Committee of the Board of Directors of () Purposes. The primary purposes of the Compensation Committee (the Committee ) of SanDisk Corporation ( SanDisk ) are to (1) discharge
More informationLITHIA MOTORS, INC. NOMINATING AND CORPORATE GOVERNANCE GUIDELINES
LITHIA MOTORS, INC. NOMINATING AND CORPORATE GOVERNANCE GUIDELINES The Nominating and Governance Committee of the Board of Directors (the Board ) has developed, and the Board has adopted, the following
More informationHARSCO CORPORATION (the Corporation ) MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
HARSCO CORPORATION (the Corporation ) MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS I. PURPOSE CHARTER As Amended and Restated as of October 22, 2018 The Management Development
More informationBOARD OF DIRECTORS CHARTER OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE Revised October 24, 2017
BOARD OF DIRECTORS CHARTER OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE Revised October 24, 2017 Purpose The Compensation and Human Resources Committee (the Committee ) of Mueller Water Products,
More informationPROSPERITY BANCSHARES, INC. COMPENSATION COMMITTEE CHARTER
PROSPERITY BANCSHARES, INC. COMPENSATION COMMITTEE CHARTER I. Committee Purpose The purposes of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Prosperity Bancshares,
More informationCHIPOTLE MEXICAN GRILL, INC. CHARTER FOR COMPENSATION COMMITTEE. As of October 4, 2016
I. Statement of Purpose CHIPOTLE MEXICAN GRILL, INC. CHARTER FOR COMPENSATION COMMITTEE As of October 4, 2016 The Compensation Committee (the Committee ) is a standing committee of the Board of Directors
More informationSTONE ENERGY CORPORATION COMPENSATION COMMITTEE CHARTER
STONE ENERGY CORPORATION COMPENSATION COMMITTEE CHARTER Purpose The Compensation Committee is appointed by the Board of Directors (the Board ) of Stone Energy Corporation (the Company ) to (1) review,
More informationFTS INTERNATIONAL, INC. COMPENSATION COMMITTEE CHARTER
FTS INTERNATIONAL, INC. COMPENSATION COMMITTEE CHARTER Purpose The Compensation Committee (the Committee ) of the Board of Directors (the Board ) establishes and administers the Company s compensation
More informationEP ENERGY CORPORATION CORPORATE GOVERNANCE GUIDELINES. December 10, 2015
EP ENERGY CORPORATION CORPORATE GOVERNANCE GUIDELINES December 10, 2015 The following Corporate Governance Guidelines have been adopted by the Board of Directors (the Board ) of EP Energy Corporation (the
More informationFAR POINT ACQUISITION CORPORATION COMPENSATION COMMITTEE CHARTER
FAR POINT ACQUISITION CORPORATION COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the Committee ) of the Board of Directors of Far Point Acquisition Corporation, a Delaware corporation
More informationCorporate Governance Guidelines December 6, 2017
Corporate Governance Guidelines December 6, 2017 The following Corporate Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board ) of Chesapeake Utilities Corporation
More informationCharter Compensation and Human Development Committee Time Warner Inc.
Charter Compensation and Human Development Committee Time Warner Inc. The Board of Directors of Time Warner Inc. (the Corporation ; Company refers to the Corporation and its consolidated subsidiaries)
More informationCOMPENSATION AND TALENT COMMITTEE CHARTER (Amended and Restated as of January 1, 2019) stock option or other equity participation plans;
I. Purpose COMPENSATION AND TALENT COMMITTEE CHARTER (Amended and Restated as of January 1, 2019) The Compensation and Talent Committee (the Committee ) of the Board of Directors (the Board ) of Capri
More informationBARNES GROUP INC. CORPORATE GOVERNANCE GUIDELINES
BARNES GROUP INC. CORPORATE GOVERNANCE GUIDELINES The following Corporate Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board ) of Barnes Group Inc. (the Company
More informationFEDERAL AGRICULTURAL MORTGAGE CORPORATION COMPENSATION COMMITTEE CHARTER
FEDERAL AGRICULTURAL MORTGAGE CORPORATION COMPENSATION COMMITTEE CHARTER This Compensation Committee Charter ( Charter ) was adopted by the Board of Directors (the Board ) of the Federal Agricultural Mortgage
More informationCompensation Committee Charter. I. Purpose
Compensation Committee Charter I. Purpose The Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Automatic Data Processing, Inc. a Delaware corporation (the "Company"),
More informationPROXY STATEMENT DISCLOSURE CONTROLS 1
PROXY STATEMENT DISCLOSURE CONTROLS 1 Form Item Item 1. Date, Time and Place Information (Rule 14a-5(e)(1); 14a-8) (Rule 14a-5(e)(2); 14a-4(c)(1)) Item 2. Revocability of Proxy Item 4. Persons Making the
More informationVerisk Analytics, Inc. A Delaware corporation (the Company ) Corporate Governance Guidelines Amended and Restated March 11, 2016
Verisk Analytics, Inc. A Delaware corporation (the Company ) Corporate Governance Guidelines Amended and Restated March 11, 2016 1. Size and Composition of the Board and Board Membership Criteria; Director
More informationHuman Resources & Compensation Committee (BOHC & BOH Board Committee)
CHARTER Human Resources & Compensation Committee (BOHC & BOH Board Committee) April 27, 2018 PURPOSE The Human Resources and Compensation Committee (the Committee ) is established pursuant to the By-Laws
More informationLIBBEY INC. COMPENSATION COMMITTEE CHARTER
LIBBEY INC. COMPENSATION COMMITTEE CHARTER Purpose The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Libbey Inc., a Delaware corporation (the Company
More informationMcDERMOTT INTERNATIONAL, INC. Compensation Committee Charter
November 3, 2017 McDERMOTT INTERNATIONAL, INC. Compensation Committee Charter Purpose The Compensation Committee (the Committee ), in its capacity as a committee of the Board of Directors (the Board )
More informationSPRINT CORPORATION COMPENSATION COMMITTEE CHARTER
I. COMMITTEE PURPOSE SPRINT CORPORATION COMPENSATION COMMITTEE CHARTER The primary functions of the Compensation Committee are (1) to discharge the responsibilities of the Sprint Corporation ("Sprint")
More informationALLERGAN PLC COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER
ALLERGAN PLC COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER I. Statement of Purpose The Compensation Committee (the Committee ) is a standing committee of the Board of Directors (the Board )
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF SERVICEMASTER GLOBAL HOLDINGS, INC.
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF SERVICEMASTER GLOBAL HOLDINGS, INC. Adopted by the Board of Directors on July 24, 2007; and as last amended July 25, 2017. Pursuant to
More informationCHARTER OF THE HUMAN RESOURCE AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF TIM HORTONS INC.
CHARTER OF THE HUMAN RESOURCE AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF TIM HORTONS INC. Adopted September 28, 2009 (Most Recently Amended: May 8, 2013) This Charter identifies the purpose,
More informationADVANSIX INC. CORPORATE GOVERNANCE GUIDELINES. (Effective June 1, 2017)
ADVANSIX INC. CORPORATE GOVERNANCE GUIDELINES (Effective June 1, 2017) The board of directors (the Board ) of AdvanSix Inc. (the Company ) has adopted the following guidelines to frame the Company s governance.
More informationMPM HOLDINGS INC. COMPENSATION COMMITTEE CHARTER. Effective March 1, 2018
MPM HOLDINGS INC. COMPENSATION COMMITTEE CHARTER Effective March 1, 2018 I. Purpose The Compensation Committee (the Committee ) of the Board of Directors (the Board ) of MPM Holdings Inc., a Delaware corporation
More informationFMC TECHNOLOGIES, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
FMC TECHNOLOGIES, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS Purpose of the Compensation Committee The Compensation Committee (the Committee ) is appointed by the Board of Directors
More informationCHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF FIFTH THIRD BANCORP
As Approved by the Board of Directors of Fifth Third Bancorp on June 19, 2018 CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF FIFTH THIRD BANCORP I. AUTHORITY
More informationMONDELĒZ INTERNATIONAL, INC. Corporate Governance Guidelines
MONDELĒZ INTERNATIONAL, INC. Corporate Governance Guidelines A. ROLE AND RESPONSIBILITY OF THE BOARD The Board of Directors (the "Board") primary responsibility is to foster Mondelēz International Inc.
More informationThe Hanover Insurance Group, Inc. Compensation Committee Charter
The Hanover Insurance Group, Inc. Compensation Committee Charter I. Statement of Purpose The Compensation Committee (the Committee ) is a standing committee of the Board of Directors. The purpose of the
More informationThe Procter & Gamble Company Board of Directors Compensation & Leadership Development Committee Charter
The Procter & Gamble Company Board of Directors Compensation & Leadership Development Committee Charter I. Purposes. The Compensation and Leadership Development Committee (the Committee ) is appointed
More informationH. R. ll IN THE HOUSE OF REPRESENTATIVES A BILL
TH CONGRESS ST SESSION... (Original Signature of Member) H. R. ll To amend the Securities Exchange Act of to provide shareholders with an advisory vote on executive compensation and to prevent perverse
More informationVAREX IMAGING CORPORATION COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE CHARTER. (As amended, effective August 25, 2017)
VAREX IMAGING CORPORATION COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE CHARTER (As amended, effective August 25, 2017) The Board of Directors (the Board ) of Varex Imaging Corporation (the Company
More informationQuanex Building Products Corporation Board of Directors Compensation & Management Development Committee Charter
Quanex Building Products Corporation Board of Directors Compensation & Management Development Committee Charter NAME PURPOSE COMMITTEE PROCEDURE The Board of Directors (the Board ) of Quanex Building Products
More informationCORPORATE GOVERNANCE GUIDELINES OF AIR TRANSPORT SERVICES GROUP, INC.
CORPORATE GOVERNANCE GUIDELINES OF AIR TRANSPORT SERVICES GROUP, INC. The Board of Directors has adopted the following Guidelines to help it fulfill its responsibility to stockholders to oversee the work
More informationHNI CORPORATION PUBLIC POLICY AND CORPORATE GOVERNANCE COMMITTEE CHARTER
HNI CORPORATION PUBLIC POLICY AND CORPORATE GOVERNANCE COMMITTEE CHARTER I. Purpose The Public Policy and Corporate Governance Committee (the "Committee") has primarily an external focus towards shareholders,
More informationCOMPENSATION COMMITTEE CHARTER
COMPENSATION COMMITTEE CHARTER PURPOSE The Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Elevate Credit, Inc., a Delaware corporation (the Company ), is appointed by
More informationCOTT CORPORATION (the Corporation ) HUMAN RESOURCES AND COMPENSATION COMMITTEE (the Committee ) CHARTER
COTT CORPORATION (the Corporation ) HUMAN RESOURCES AND COMPENSATION COMMITTEE (the Committee ) CHARTER Purpose: The Committee is appointed by the Board of Directors (the Board ) to: (a) discharge the
More informationRLJ LODGING TRUST. Charter of the Compensation Committee of the Board of Trustees
RLJ LODGING TRUST Charter of the Compensation Committee of the Board of Trustees A. Purpose The principal purposes of the Compensation Committee (the Compensation Committee ) of the Board of Trustees (the
More informationKAPSTONE PAPER AND PACKAGING CORPORATION. CORPORATE GOVERNANCE GUIDELINES (the Guidelines )
Roles and Responsibilities KAPSTONE PAPER AND PACKAGING CORPORATION CORPORATE GOVERNANCE GUIDELINES (the Guidelines ) 1. Role of the Board The board of directors (the Board ), which is elected by the stockholders
More informationCOMPENSATION COMMITTEE CHARTER
COMPENSATION COMMITTEE CHARTER MEDIDATA SOLUTIONS, INC. (Amended April 2016) I. PURPOSE The purpose of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Medidata Solutions,
More informationUNITED NATURAL FOODS, INC. AMENDED AND RESTATED CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE Adopted: October 17, 2018
UNITED NATURAL FOODS, INC. AMENDED AND RESTATED CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE Adopted: October 17, 2018 I. Purpose The Nominating and Governance Committee is appointed by the Board
More informationSOUTHERN CALIFORNIA EDISON COMPANY CHARTER FOR THE COMPENSATION AND EXECUTIVE PERSONNEL COMMITTEE OF THE BOARD OF DIRECTORS
SOUTHERN CALIFORNIA EDISON COMPANY CHARTER FOR THE COMPENSATION AND EXECUTIVE PERSONNEL COMMITTEE OF THE BOARD OF DIRECTORS Adopted by the Board of Directors August 25, 2016 ARTICLE I - PURPOSE OF THE
More informationNEWELL RUBBERMAID INC. CORPORATE GOVERNANCE GUIDELINES
NEWELL RUBBERMAID INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Newell Rubbermaid Inc. (the Company ) has adopted these corporate governance guidelines (these Guidelines ).
More informationCORPORATE GOVERNANCE ALERT
January 27, 2006 CORPORATE GOVERNANCE ALERT HOT TOPIC FOR 2006 PROXY SEASON: MAJORITY VOTING IN DIRECTOR ELECTIONS Majority voting for directors has become a focus of institutional shareholders and is
More informationSYSCO CORPORATION CORPORATE GOVERNANCE GUIDELINES
Approved May 25, 2017 SYSCO CORPORATION CORPORATE GOVERNANCE GUIDELINES The following guidelines have been approved by the Board of Directors (the Board ) of Sysco Corporation ( Sysco or the Company )
More informationAMENDED AND RESTATED CHARTER OF THE COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS OF ASPEN AEROGELS, INC.
AMENDED AND RESTATED CHARTER OF THE COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS OF ASPEN AEROGELS, INC. 1 I. PURPOSE The purpose of the Compensation and Leadership Development
More informationSTERIS PLC Governance Guidelines SCOPE COMPOSITION OF THE BOARD
STERIS PLC Governance Guidelines The Board of Directors (the Board ) of STERIS plc (the Company ) has established the following Guidelines for the organization, operation and deliberation of the Board
More informationTIMKENSTEEL CORPORATION COMPENSATION COMMITTEE CHARTER
TIMKENSTEEL CORPORATION COMPENSATION COMMITTEE CHARTER Purposes The Compensation Committee (the Committee ) of the Board of Directors (the Board ) has been delegated responsibility by the Board to ensure
More informationBROADRIDGE FINANCIAL SOLUTIONS, INC. COMPENSATION COMMITTEE CHARTER
BROADRIDGE FINANCIAL SOLUTIONS, INC. COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the Committee ) of the Board of Directors of Broadridge Financial Solutions, Inc., a Delaware
More informationHARRIS CORPORATION MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER
HARRIS CORPORATION MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER I. PURPOSES. The purposes of the Management Development and Compensation Committee (the Committee
More informationGENUINE PARTS COMPANY COMPENSATION, NOMINATING AND GOVERNANCE COMMITTEE CHARTER
February 2014 GENUINE PARTS COMPANY COMPENSATION, NOMINATING AND GOVERNANCE COMMITTEE CHARTER Purposes Under a delegation of authority from the Board of Directors, the Compensation, Nominating and Governance
More informationADVANCED DISPOSAL SERVICES, INC. COMPENSATION COMMITTEE CHARTER
ADVANCED DISPOSAL SERVICES, INC. COMPENSATION COMMITTEE CHARTER I. PURPOSE The Compensation Committee (the Committee ) of the Board of Directors (the Board of Directors ) of Advanced Disposal Services,
More informationTAX MANAGEMENT MEMORANDUM
TAX MANAGEMENT MEMORANDUM Reproduced with permission from Tax Management Memorandum, Vol. 51, No. 3, 02/01/2010. Copyright 2010 by The Bureau of National Affairs, Inc. (800-372- 1033) http://www.bna.com
More informationTherapeuticsMD, Inc. (the Company ) COMPENSATION COMMITTEE CHARTER
TherapeuticsMD, Inc. (the Company ) COMPENSATION COMMITTEE CHARTER Purpose The purpose of the Compensation Committee (the Committee ) shall be as follows: 1. To determine, or recommend to the Board of
More informationEVOQUA WATER TECHNOLOGIES CORP. COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER. (Amended and Restated as of October 13, 2017)
EVOQUA WATER TECHNOLOGIES CORP. COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER (Amended and Restated as of October 13, 2017) The Board of Directors (the Board ) of Evoqua Water Technologies Corp.
More informationMARATHON PETROLEUM CORPORATION. Compensation Committee Charter. (Amended and Restated Effective April 16, 2018) Statement of Purpose.
MARATHON PETROLEUM CORPORATION Compensation Committee Charter (Amended and Restated Effective April 16, 2018) Statement of Purpose The Compensation Committee (the Committee ) is a standing committee of
More informationAMENDED AND RESTATED CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF GREENLIGHT CAPITAL RE, LTD.
AMENDED AND RESTATED CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF GREENLIGHT CAPITAL RE, LTD. This amended and restated charter (the Charter ) identifies the purpose, composition,
More informationITRON, INC. COMPENSATION COMMITTEE CHARTER Revised December 14, 2017
ITRON, INC. COMPENSATION COMMITTEE CHARTER Revised December 14, 2017 Purpose The purpose of the Compensation Committee of Itron, Inc. is to: Evaluate and approve executive officer compensation plans, objectives,
More informationNCR CORPORATION BYLAWS AS AMENDED AND RESTATED ON FEBRUARY 20, ARTICLE I. Stockholders
NCR CORPORATION BYLAWS AS AMENDED AND RESTATED ON FEBRUARY 20, 2018 ARTICLE I. Stockholders Section 1. ANNUAL MEETING. The Corporation shall hold annually a regular meeting of its stockholders for the
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF LSB INDUSTRIES, INC. Amended and Approved October 29, 2015
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF LSB INDUSTRIES, INC. Amended and Approved October 29, 2015 Purpose The Compensation Committee (the Committee ) of the Board of Directors
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF STURM, RUGER & COMPANY, INC.
I. Purpose CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF STURM, RUGER & COMPANY, INC. EXHIBIT III May 6, 2014 The Board of Directors (the "Board") of Sturm, Ruger & Company, Inc. (the
More informationSOUTHERN CALIFORNIA EDISON COMPANY CHARTER FOR THE COMPENSATION AND EXECUTIVE PERSONNEL COMMITTEE OF THE BOARD OF DIRECTORS
SOUTHERN CALIFORNIA EDISON COMPANY CHARTER FOR THE COMPENSATION AND EXECUTIVE PERSONNEL COMMITTEE OF THE BOARD OF DIRECTORS Adopted by the Board of Directors October 25, 2018 ARTICLE I - PURPOSE OF THE
More informationCREE, INC. Compensation Committee Charter
As Adopted January 28, 2014 CREE, INC. Compensation Committee Charter Purpose The Compensation Committee (the Committee ) is a standing committee of the Board of Directors appointed to assist the Board
More informationTransocean Ltd. Compensation Committee Charter
Transocean Ltd. Compensation Committee Charter Purpose The Compensation Committee (the Committee ) is a committee of the Board of Directors (the Board ) of Transocean Ltd. (the Company ) whose purpose
More informationWRIGHT MEDICAL GROUP N.V. COMPENSATION COMMITTEE CHARTER
WRIGHT MEDICAL GROUP N.V. COMPENSATION COMMITTEE CHARTER As Amended and Restated October 30, 2018 I. Committee Membership; Organization; Operation; Purpose The Compensation Committee (the Committee ) of
More informationPARK HOTELS & RESORTS INC. COMPENSATION COMMITTEE CHARTER
Effective as of January 3, 2017 PARK HOTELS & RESORTS INC. COMPENSATION COMMITTEE CHARTER The Board of Directors (the Board ) of Park Hotels & Resorts Inc. (the Company ) has established a Compensation
More informationUNITED CONTINENTAL HOLDINGS, INC. Corporate Governance Guidelines (Approved December 6, 2017 )
UNITED CONTINENTAL HOLDINGS, INC. Corporate Governance Guidelines (Approved December 6, 2017 ) These Corporate Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF JANUS CAPITAL GROUP INC. AMENDED AND RESTATED AS OF APRIL 24, 2013
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF JANUS CAPITAL GROUP INC. AMENDED AND RESTATED AS OF APRIL 24, 2013 I. AUTHORITY AND COMPOSITION The Committee is established pursuant
More informationFLIR SYSTEMS, INC. CHARTER OF THE CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS (Amended & Restated as of July 23, 2015) Purpose:
FLIR SYSTEMS, INC. CHARTER OF THE CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS (Amended & Restated as of July 23, 2015) Purpose: The purpose of the Corporate Governance Committee (the Committee
More informationCampbell Soup Company Corporate Governance Standards March 21, 2018
Campbell Soup Company Corporate Governance Standards March 21, 2018 Composition of the Board and Qualifications of Directors 1. Pursuant to the Company s By-Laws, the Board determines the number of directors.
More informationQUANEX BUILDING PRODUCTS CORPORATION BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES
QUANEX BUILDING PRODUCTS CORPORATION BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES THE BOARD BOARD COMMITTEES 1. The business of Quanex Building Products Corporation (the Company ) shall be managed
More informationKEY ENERGY SERVICES, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS (Adopted as of December 15, 2016, Amended November 2, 2017)
KEY ENERGY SERVICES, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS (Adopted as of December 15, 2016, Amended November 2, 2017) The Board of Directors (the Board ) of Key Energy Services,
More informationDANA INCORPORATED COMPENSATION COMMITTEE CHARTER
DANA INCORPORATED COMPENSATION COMMITTEE CHARTER Purposes The Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Dana Incorporated (the Company ) establishes and administers
More informationV.F. CORPORATION. Corporate Governance Principles Adopted on October 20, Introduction. Role of the Board of Directors
V.F. CORPORATION Corporate Governance Principles Adopted on October 20, 2016 Introduction The following principles have been adopted by the Board of Directors of V.F. Corporation (the Corporation ). They
More informationNYSE BOARD OF DIRECTORS APPROVES NEW CORPORATE GOVERNANCE AND DISCLOSURE STANDARDS AUGUST 23, 2002 S IMPSON THACHER & BARTLETT LLP
NYSE BOARD OF DIRECTORS APPROVES NEW CORPORATE GOVERNANCE AND DISCLOSURE STANDARDS SIMPSON THACHER & BARTLETT LLP AUGUST 23, 2002 On August 16, 2002, the New York Stock Exchange ( NYSE ) publicly filed
More informationCharter of the Compensation Committee of the Board of Directors of Trinseo S.A.
Charter of the Compensation Committee of the Board of Directors of Trinseo S.A. 1. Purpose. The purpose of the Compensation Committee (the Committee ) is to assist the Board of Directors of Trinseo S.A.
More informationSTELCO HOLDINGS INC. CHARTER OF THE COMPENSATION, GOVERNANCE AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS
STELCO HOLDINGS INC. CHARTER OF THE COMPENSATION, GOVERNANCE AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS FUNCTION AND PURPOSE The function and purpose of the Compensation, Governance and Nominating
More informationFirst Data Corporation Charter of the Governance, Compensation and Nominations Committee of the Board of Directors
1.0 Purpose First Data Corporation Charter of the Governance, Compensation and Nominations Committee of the Board of Directors The purpose of the Governance, Compensation and Nominations Committee (Committee)
More informationCHUY S HOLDINGS, INC. COMPENSATION COMMITTEE CHARTER
CHUY S HOLDINGS, INC. COMPENSATION COMMITTEE CHARTER Purposes The Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Chuy s Holdings, Inc. (the Company ) establishes and
More informationDAVE & BUSTER S ENTERTAINMENT, INC. COMPENSATION COMMITTEE CHARTER. (Adopted September 23, 2014)
DAVE & BUSTER S ENTERTAINMENT, INC. COMPENSATION COMMITTEE CHARTER (Adopted September 23, 2014) This Compensation Committee Charter (the Charter ) was adopted by the Board of Directors (the Board ) of
More informationCITIZENS, INC. Amended and Restated Compensation Committee Charter. Adopted November 5, 2014
CITIZENS, INC. Amended and Restated Compensation Committee Charter Adopted November 5, 2014 A. Purpose The Committee is appointed by the Board of Directors to discharge the Board of Directors responsibilities
More informationALTRA INDUSTRIAL MOTION CORP. STATEMENT OF GOVERNANCE PRINCIPLES, POLICIES AND PROCEDURES
Purpose of the Board of Directors ALTRA INDUSTRIAL MOTION CORP. STATEMENT OF GOVERNANCE PRINCIPLES, POLICIES AND PROCEDURES The Board of Directors of Altra Industrial Motion Corp. is responsible for overseeing
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF CLEAR CHANNEL OUTDOOR HOLDINGS, INC. (Amended and Restated as of February 12, 2013)
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF CLEAR CHANNEL OUTDOOR HOLDINGS, INC. (Amended and Restated as of February 12, 2013) This Compensation Committee Charter (this Charter
More informationCHARTER OF THE MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF ARMSTRONG FLOORING, INC. ADOPTED AS OF MARCH 30, 2016
CHARTER OF THE MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF ARMSTRONG FLOORING, INC. ADOPTED AS OF MARCH 30, 2016 I. PURPOSE OF THE COMMITTEE The purposes of the Compensation
More informationTHE TIMKEN COMPANY COMPENSATION COMMITTEE CHARTER. Size. The Committee shall consist of no fewer than three members.
THE TIMKEN COMPANY COMPENSATION COMMITTEE CHARTER Purposes The Compensation Committee (the Committee ) of the Board of Directors (the Board ) has been delegated responsibility by the Board to ensure that
More informationCHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE NORTHWEST INDIANA BANCORP AND PEOPLES BANK SB BOARD OF DIRECTORS
CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE NORTHWEST INDIANA BANCORP AND PEOPLES BANK SB BOARD OF DIRECTORS Purpose (Adopted December 22, 2017) The Nominating and Corporate Governance
More informationMYLAN N.V. CHARTER OF THE COMPENSATION COMMITTEE. Effective as of November 2, 2017
MYLAN N.V. CHARTER OF THE COMPENSATION COMMITTEE Effective as of November 2, 2017 Authority: The Board of Directors (the Board ) of Mylan N.V. (the Company ) has established the Compensation Committee
More information