PREMIUM BRANDS HOLDINGS CORPORATION COMPENSATION AND HUMAN RESOURCES COMMITTEE CHARTER Effective May 14, 2018
PREMIUM BRANDS HOLDINGS CORPORATION COMPENSATION AND HUMAN RESOURCES COMMITTEE CHARTER The term "Company" refers to Premium Brands Holdings Corporation and the term "Board" refers to the board of directors of the Company. PURPOSE The Compensation and Human Resources Committee (the "Committee"), which was formerly known as the Compensation Committee, is a standing committee appointed by the Board. The Committee is responsible for the stewardship of the compensation philosophy of the Company, ensuring that effective human resources and compensation policies are in place for the Company. This includes oversight of senior management, Director compensation, and succession planning. For greater certainty, the Committee provides oversight to the Company and not to any of the operating businesses or divisions of the Company. COMPOSITION AND PROCEDURES The Committee will have the following composition and procedures: 1. Composition The Committee shall consist of no fewer than three (3) members. Each member of the Committee shall be an "independent director" (in accordance with the definition of "independent director" established from time to time under the requirements or guidelines for committee service under applicable securities laws and the rules of any stock exchange on which the Company's shares are listed for trading). 2. Appointment and Replacement of Committee Members The members of the Committee shall be elected by the Board annually and each member of the Committee shall hold office as such until the next annual meeting of shareholders of the Company after his or her election or until his or her successor shall be duly elected or qualified. At any meeting of the Committee a quorum of at least two (2) committee members must be present for the Committee to exercise any of its powers. Any member of the Committee may be removed or replaced by the Board and shall automatically cease to be a member of the Committee upon ceasing to be a director. The Board may fill vacancies on the Committee by election from its independent members. The Board shall fill any vacancy if the membership on the Committee is less than three (3) directors. If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all its powers so long as a quorum remains in office. 3. Professional Assistance The Committee may retain special legal, accounting, financial or other consultants to advise the Committee at the Company's expense, including any search firm or any compensation consulting firm. 4. Review of Charter The Committee will periodically review and reassess the adequacy of this Charter as it deems appropriate and recommend changes to the Board. The Committee will periodically evaluate its
2 performance with reference to this Charter. The Committee will approve the form of disclosure of this Charter, where required by applicable securities laws or regulatory requirements, in the annual proxy circular or annual report of the Company. 5. Delegation The Committee may delegate from time to time to any person or committee of persons any of the Committee's responsibilities that lawfully may be delegated. 6. Reporting to the Board The Committee will report through the Committee Chair to the Board following meetings of the Committee on matters considered by the Committee, its activities and compliance with this Charter. SPECIFIC MANDATES OF THE COMMITTEE The Committee shall be responsible for the stewardship of the compensation philosophy of the Company, ensuring that effective human resources and compensation policies are in place for the Corporation. Subject to the Bylaws of the Company and any other applicable governance document, the Committee shall have the following responsibilities, as well as any additional responsibilities delegated to the Committee from time to time by the Board: I. In Respect of Compensation Philosophy developing and recommending to the Board for approval the Company s compensation philosophy for members of senior management; and reviewing (at least annually) the appropriateness of the existing compensation for members of senior management, and its alignment with the Company s compensation philosophy, corporate strategy and risk appetite, and with shareholder value creation. II. In Respect of Director and Officer Compensation and Protection (c) review periodically compensation for Directors and recommending to the Board for approval compensation terms that adequately reflect the responsibilities assumed by the Directors, the Chair of the Board, committee Chairs and members of committees; review periodically the directors and officers insurance policy applicable to the Company and make recommendations for its renewal or amendment or the replacement of the insurer; and administer all policies of or agreements by the Company with respect to the indemnification by the Company of its directors and officers, if any. III. In Respect of the Company's Officers and Employees - Compensation Plans reviewing and recommending to the Board the appointment and compensation arrangements of the CEO; reviewing and providing the CEO with guidance on the appointment of members of senior management of the Company and their compensation arrangements;
3 (c) approving annually performance targets and objectives for determining compensation of the CEO and other members of senior management for that year; (d) (e) (f) (g) (h) (i) conducting annually a performance evaluation of the Company's CEO in light of the established performance goals and objectives for that year; reviewing annually the CEO's performance evaluation of other members of senior management in light of the established performance targets and objectives for that year; reviewing annually and recommend to the Board for approval any changes in compensation for the CEO for the ensuing year, including determination of the CEO s base and incentive-based compensation; overseeing any changes in compensation for other members of senior management recommended by the CEO, including determination of their base and incentive-based compensation; reviewing at least annually all retirement, pension, incentive and equity-based compensation plans of the Company and recommending any changes to the Board for approval; and administering all retirement, pension, incentive and equity-based compensation plans of the Company for members of senior management and other employees of the Company and its subsidiaries. IV. In Respect of Compensation Risk Management reviewing (not less than annually) the various design elements of the Company s compensation plans and practices to determine whether any of their aspects encourage excessive or inappropriate risk-taking by the Company s senior management; and reporting its activities in respect of compensation risk management to the Board along with any recommendations it may deem necessary or appropriate. V. In Respect of Succession Planning (c) at least annually, together with the Corporate Governance and Nominating Committee, reviewing and recommending to the Board a succession plan for the CEO, on retirement and in the event of early retirement or an emergency; overseeing succession planning for members of senior management other than the CEO; and ensuring that the Company has an appropriate approach to succession planning, including specific development plans and career planning for potential successors to the senior management team.
VI. In Respect of Reporting and Disclosure reviewing and recommending to the Board for approval the Compensation Discussion and Analysis as contained in the Information Circular prepared in connection with the Company s annual meeting.