COMPENSATION COMMITTEE CHARTER

Size: px
Start display at page:

Download "COMPENSATION COMMITTEE CHARTER"

Transcription

1 COMPENSATION COMMITTEE CHARTER I. STATEMENT OF PURPOSE: The Compensation Committee (the Committee ) is established by the Board of Directors (the Board ) of Stonegate Bank (the Bank ) and is responsible for exercising oversight with respect to the establishment, maintenance and administration of the Banks s compensation programs and employee benefit plans, including reviewing and approving the Chief Executive Officer s, and other executive officers compensation, and recommending directors compensation. II. COMMITTEE MEMBERSHIP: The members of the Committee shall be appointed by the Board, subject to the following requirements: The Committee shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the provisions of Rule 10C-1(b)(1) under the Securities Exchange Act of 1934 (the Exchange Act ) and the rules of the Nasdaq Stock Market. Each member must also qualify as a non-employee director for the purposes of Rule 16b-3 under the Exchange Act, and as an outside director for the purposes of Section 162(m) of the Internal Revenue Code. The Board may remove any member from the Committee at any time with or without cause. As of April 29, 2014, the composition of the Committee is: John Tomlinson, Chairman Jeff Holding Glenn Straub III. STRUCTURE AND OPERATIONS: The Board shall designate a member of the Committee as the Chairman. The Committee shall report regularly to the Board regarding the Committee s actions and make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. Meetings are called as necessary by the Chairman of the Committee, subject to the presence of a quorum. A quorum shall consist of a simple majority of voting members. Each Committee member shall have an equal vote on all matters coming before the Committee. Any matter coming before this Committee by means of an Action by Consent Compensation Committee Charter Approved 04/29/14 Page 1 of 5

2 in Lieu of Meeting, shall require a vote of a majority of the voting members of the Committee. The Committee, by simple majority vote, shall have the authority to change its membership and such change shall be ratified by the full Board of Directors. IV. AUTHORITY AND RESPONSIBILITIES: The Committee shall have the following authority and responsibilities: Executive Officer and Director Compensation Review and approve the Bank s general compensation philosophy as reflected in the Bank s compensation principles. (i) Review and approve corporate goals and objectives relevant to the Chief Executive Officer s compensation, (ii) annually evaluate the Chief Executive Officer s performance in light of those goals and objectives and such other factors as the Committee deems appropriate, in the best interests of the Bank and in satisfaction of any applicable requirements of any other legal or regulatory requirements, and (iii) report such evaluation to the Board annually and determine and approve the Chief Executive Officer s compensation based on this evaluation. Compensation decisions made by the Committee for the Chief Executive Officer shall be subject to further approval by the Board. The Chairman of the Committee or the Chairman of the Board shall be responsible for communicating to the Chief Executive Officer the evaluation of his or her performance and the level of compensation approved for the Chief Executive Officer. The Chief Executive Officer may not be present during voting or deliberations on his or her compensation. In determining the long-term incentive component of the Chief Executive Officer s compensation, the Committee may consider the Bank s performance and relative shareholder return, the value of similar incentive awards to Chief Executive Officers at comparable banks or bank holding companies, and the awards given to the Bank s Chief Executive Officer in past years. Determine and approve the compensation, including salary, incentive compensation and equity-based awards, with respect to the Bank s other executive officers. In doing so, the Committee may evaluate their performance in light of goals and objectives established by the Committee and such other factors as the Committee deems appropriate, in the best interests of the Bank, and other legal, or regulatory requirements. Approve employment, severance and change in control arrangements for executive officers. Review the form and amount of compensation for the Bank s directors at least once a year. Director compensation should provide reasonable compensation Compensation Committee Charter Approved 04/29/14 Page 2 of 5

3 for non-employee directors commensurate with their duties and responsibilities as directors, and provide a sufficient level of compensation necessary to attract and retain highest quality individuals. A portion of compensation should be in the form of the Bank s common stock in order to further align the interests of non-employee directors with those of the Bank s shareholders. Directors who are Bank employees shall not be compensated for their services as directors. General Compensation and Benefits Plans Review and adopt proposals related to any employee benefit plan of the Bank or its subsidiaries (including any such plans in which any executive officer participates), including proposals for the adoption, amendment, modification or termination of such plans. Review and recommend to the Board incentive-compensation and equity-based plans that are subject to Board approval. Administer all plans of the Bank that provide for awards of stock options, stock appreciation rights, restricted stock or other similar stock-based awards, including the Bank s directors plans, unless otherwise provided for in the plans. In that regard, the determine: (i) the individuals to whom grants shall be awarded under such plans; (ii) the number of shares to be covered by such awards; (iii) the terms and conditions of such awards; and, (iv) the time or times at which such awards shall be made; interpret such plans; and adopt, amend and rescind any rules and policies pertaining to such plans or awards as the Committee deems to be appropriate. With respect to any funded employee benefit plan covering employees of the Bank subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, have the authority to appoint and terminate the named fiduciary or named fiduciaries of such plan and monitor their performance, unless such fiduciaries are specified in the constituent plan documents. Other Responsibilities Compensation Committee Charter Approved 04/29/14 Page 3 of 5

4 Review and discuss with management, and, if appropriate, recommend language in the annual proxy statement relative to executive compensation. (i) Review the Bank s compensation practices to ensure that they do not encourage unnecessary and excessive risk-taking and are consistent with the safety and soundness of the Bank, (ii) review and discuss at least annually the relationship between risk management policies and practices and compensation, and (iii) evaluate compensation policies and practices that could mitigate any such risk. Annually review and, if necessary, recommend modifications to stock ownership guidelines for directors and executive officers of the Bank. Carry out such other duties that may be delegated to it by the Board from time to time. Access to Records, Consultants and Other Advisors The Committee shall have the power and authority, in its sole discretion, to retain or obtain the advice of compensation consultants, legal counsel or other advisors (each an advisor ). The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any advisor retained by the Committee. The Bank shall provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any such advisor. Before selecting or receiving advice, the Committee must take into consideration all factors relevant to the advisor s independence from management, including but not limited to those items specified in Rule 10C-1(4)(i)-(vi).. The Committee shall determine, in its business judgment, that any compensation consultants engaged by the Committee to assist it in the evaluation of director, Chief Executive Officer or senior executive compensation and benefits ( Independent Compensation Consultants ) have no relationship to the Bank that would interfere with the exercise of their independent judgment. The Committee shall evaluate whether any Independent Compensation Consultants retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K. If the Independent Compensation Consultants provide services to the Bank other than in connection with the evaluation of director, chief executive officer or senior executive compensation and benefits, the Committee shall approve the annual amount of aggregate fees permitted for such other services. The Committee s Chairman may approve changes to the engagement with the Independent Compensation Consultants previously approved by the Committee and shall report any such changes to the Committee at its next regularly scheduled meeting. Management shall report to the Committee at least annually regarding all services performed by and fees paid to any Independent Compensation Consultant. Compensation Committee Charter Approved 04/29/14 Page 4 of 5

5 In discharging its responsibilities, the Committee shall have full access to any relevant records of the Bank and may also request that any officer or other employee of the Bank, including the Bank s senior compensation or human resources executives, the Bank s outside counsel or any other person meet with any members of, or consultants or advisors to, the Committee. V. ANNUAL CHARTER REVIEW AND AMENDMENTS. The Committee shall review this Charter and reassess the adequacy of the Charter at least annually and recommend any proposed changes to the Board for approval. The Board may amend this Charter, from time to time, by action at any meeting or by unanimous written consent. Compensation Committee Charter Approved 04/29/14 Page 5 of 5

The York Water Company Compensation Committee

The York Water Company Compensation Committee Approved April 21, 2014 Compensation Committee Charter Compensation Committee A. Purpose The Compensation Committee (the " Committee") of the Board of Directors (the Board ) of The York Water Company (the

More information

The Compensation Committee of Directors and Organizational Staff

The Compensation Committee of Directors and Organizational Staff Purposes The purposes of the Compensation Committee (the "Committee") are to discharge the responsibilities delegated by the Board of Directors (the "Board") with respect to the Company's compensation

More information

EASTERLY GOVERNMENT PROPERTIES, INC. Compensation Committee Charter. (Adopted by the Board of Directors on February 5, 2015)

EASTERLY GOVERNMENT PROPERTIES, INC. Compensation Committee Charter. (Adopted by the Board of Directors on February 5, 2015) EASTERLY GOVERNMENT PROPERTIES, INC. Compensation Committee Charter (Adopted by the Board of Directors on February 5, 2015) I. General Statement of Purpose The general purpose of the Compensation Committee

More information

GARMIN LTD. Compensation Committee Charter. (Amended and Restated as of July 25, 2014)

GARMIN LTD. Compensation Committee Charter. (Amended and Restated as of July 25, 2014) I. COMMITTEE PURPOSES GARMIN LTD. Compensation Committee Charter (Amended and Restated as of July 25, 2014) The Compensation Committee is appointed by the Board of Directors (the "Board") of Garmin Ltd.

More information

SELECT MEDICAL HOLDINGS CORPORATION SELECT MEDICAL CORPORATION AMENDED AND RESTATED COMPENSATION COMMITTEE CHARTER

SELECT MEDICAL HOLDINGS CORPORATION SELECT MEDICAL CORPORATION AMENDED AND RESTATED COMPENSATION COMMITTEE CHARTER SELECT MEDICAL HOLDINGS CORPORATION SELECT MEDICAL CORPORATION AMENDED AND RESTATED COMPENSATION COMMITTEE CHARTER (Reviewed and Adopted on February 18, 2015) SELECT MEDICAL HOLDINGS CORPORATION SELECT

More information

MEDGENICS, INC. Compensation COMMITTEE charter

MEDGENICS, INC. Compensation COMMITTEE charter MEDGENICS, INC. Compensation COMMITTEE charter 1. PURPOSE The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Medgenics, Inc. (the Company ) shall be to

More information

COMPENSATION COMMITTEE CHARTER ALBANY MOLECULAR RESEARCH, INC.

COMPENSATION COMMITTEE CHARTER ALBANY MOLECULAR RESEARCH, INC. COMPENSATION COMMITTEE CHARTER ALBANY MOLECULAR RESEARCH, INC. I. General Statement of Purpose The Compensation Committee of the Board of Directors (the Compensation Committee ) of Albany Molecular Research,

More information

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF MGM RESORTS INTERNATIONAL OVERALL MISSION

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF MGM RESORTS INTERNATIONAL OVERALL MISSION Revised April 22, 2014 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF MGM RESORTS INTERNATIONAL OVERALL MISSION The Compensation Committee (the Committee ) is appointed by the Board

More information

XO GROUP INC. COMPENSATION COMMITTEE CHARTER

XO GROUP INC. COMPENSATION COMMITTEE CHARTER I. Purpose of the Committee XO GROUP INC. COMPENSATION COMMITTEE CHARTER The Compensation Committee (the Committee ) is a standing committee of the Board of Directors. The purpose of the Committee is to

More information

ACE LIMITED COMPENSATION COMMITTEE CHARTER MAY 21, 2015

ACE LIMITED COMPENSATION COMMITTEE CHARTER MAY 21, 2015 ACE LIMITED COMPENSATION COMMITTEE CHARTER MAY 21, 2015 1. PURPOSE OF THE COMPENSATION COMMITTEE a. The committee was established based on article 19 of the Company s articles of association (the Articles

More information

AMEREN CORPORATION HUMAN RESOURCES COMMITTEE CHARTER PURPOSE AND AUTHORITY

AMEREN CORPORATION HUMAN RESOURCES COMMITTEE CHARTER PURPOSE AND AUTHORITY AMEREN CORPORATION HUMAN RESOURCES COMMITTEE CHARTER PURPOSE AND AUTHORITY The Human Resources Committee shall (1) discharge the Board s responsibilities relating to compensation of the Company s executive

More information

STARWOOD HOTELS & RESORTS WORLDWIDE, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

STARWOOD HOTELS & RESORTS WORLDWIDE, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS STARWOOD HOTELS & RESORTS WORLDWIDE, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS The Board of Directors (the Board ) of Starwood Hotels & Resorts Worldwide, Inc., ( Starwood )

More information

How To Manage The Compensation Committee Of The Devon Energy Corporation

How To Manage The Compensation Committee Of The Devon Energy Corporation Page 1 of 5 DEVON ENERGY CORPORATION COMPENSATION COMMITTEE CHARTER A. PURPOSE The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Devon Energy Corporation

More information

2U, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE AND POLICY

2U, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE AND POLICY 2U, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE AND POLICY The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of 2U, INC.,

More information

CATALENT, INC. COMPENSATION COMMITTEE CHARTER

CATALENT, INC. COMPENSATION COMMITTEE CHARTER CATALENT, INC. COMPENSATION COMMITTEE CHARTER I. PURPOSE The Compensation Committee (the Committee ) shall provide assistance to the Board of Directors (the Board of Directors ) of Catalent, Inc. (the

More information

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS 04.07.14

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS 04.07.14 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS 04.07.14 PURPOSE The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Transgenomic, Inc.,

More information

OUTERWALL INC. COMPENSATION COMMITTEE CHARTER. (Approved on April 17, 2014)

OUTERWALL INC. COMPENSATION COMMITTEE CHARTER. (Approved on April 17, 2014) OUTERWALL INC. COMPENSATION COMMITTEE CHARTER (Approved on April 17, 2014) 1. Purpose The purpose of the Compensation Committee (the Committee ) is to ensure that the compensation practices of Outerwall

More information

ADOBE SYSTEMS INCORPORATED. Charter of the Executive Compensation Committee of the Board of Directors

ADOBE SYSTEMS INCORPORATED. Charter of the Executive Compensation Committee of the Board of Directors ADOBE SYSTEMS INCORPORATED Charter of the Executive Compensation Committee of the Board of Directors I. PURPOSE This Charter specifies the scope of the responsibilities of the Executive Compensation Committee

More information

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF OOMA, INC.

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF OOMA, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF OOMA, INC. (Adopted and approved on June 3, 2015 and effective as of the Company s initial public offering) PURPOSE The primary purpose

More information

DIPLOMAT PHARMACY, INC. Compensation Committee Charter

DIPLOMAT PHARMACY, INC. Compensation Committee Charter DIPLOMAT PHARMACY, INC. Compensation Committee Charter CORPORATE GOVERNANCE Effective as of March 18, 2015 COMPENSATION COMMITTEE CHARTER PURPOSE The purpose of the Compensation Committee (the Committee

More information

RYDER SYSTEM, INC. COMPENSATION COMMITTEE CHARTER

RYDER SYSTEM, INC. COMPENSATION COMMITTEE CHARTER RYDER SYSTEM, INC. COMPENSATION COMMITTEE CHARTER Purposes The purposes of the Compensation Committee of the Board of Directors of Ryder System, Inc. are to (a) assist the Board of Directors in fulfilling

More information

COMPENSATION COMMITTEE CHARTER

COMPENSATION COMMITTEE CHARTER COMPENSATION COMMITTEE CHARTER Amended and Restated by the Board of Directors of Lam Research Corporation on May 15, 2014 Purpose The purpose of the Compensation Committee (the Committee ) of Lam Research

More information

FUNCTION (X) INC. (the "Company") COMPENSATION COMMITTEE CHARTER

FUNCTION (X) INC. (the Company) COMPENSATION COMMITTEE CHARTER FUNCTION (X) INC. (the "Company") COMPENSATION COMMITTEE CHARTER Purpose Composition The purpose of the Compensation Committee (the Committee ) shall be as follows: 1. To discharge the responsibilities

More information

NETGEAR INC. CHARTER FOR THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. (As amended by the Board of Directors on March 30, 2013)

NETGEAR INC. CHARTER FOR THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. (As amended by the Board of Directors on March 30, 2013) NETGEAR INC. CHARTER FOR THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS (As amended by the Board of Directors on March 30, 2013) PURPOSE: The purpose of the Compensation Committee of the Board of

More information

HERTZ GLOBAL HOLDINGS, INC. COMPENSATION COMMITTEE CHARTER Effective as of November 14, 2013

HERTZ GLOBAL HOLDINGS, INC. COMPENSATION COMMITTEE CHARTER Effective as of November 14, 2013 HERTZ GLOBAL HOLDINGS, INC. COMPENSATION COMMITTEE CHARTER Effective as of November 14, 2013 Pursuant to duly adopted By-Laws and Corporate Governance Guidelines, the Board of Directors (the Board ) of

More information

How To Write A Compensation Committee

How To Write A Compensation Committee 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 information

The Compensation Committee of Business

The Compensation Committee of Business Management Development and Compensation Committee Charter March 4, 2015 Purpose The Management Development and Compensation Committee (the Committee ) is appointed by the Board and elected by the Shareholders

More information

Sempra Energy Compensation Committee Charter

Sempra Energy Compensation Committee Charter Sempra Energy Compensation Committee Charter The Compensation Committee is a committee of the Board of Directors of Sempra Energy. Its charter was adopted (as amended) by the board on June 18, 2013. I.

More information

ADVANCED DRAINAGE SYSTEMS, INC.

ADVANCED DRAINAGE SYSTEMS, INC. I. Purpose ADVANCED DRAINAGE SYSTEMS, INC. Approved by Compensation and Management Development Committee on May 7, 2014 Approved and Adopted by Board of Directors on May 7, 2014 Compensation and Management

More information

Charter of the Human Resources and Compensation Committee of the Board of Directors of MasterCard Incorporated

Charter of the Human Resources and Compensation Committee of the Board of Directors of MasterCard Incorporated Charter of the Human Resources and Compensation Committee of the Board of Directors of MasterCard Incorporated Objectives 1.1 The Human Resources and Compensation Committee (the Committee ) of the Board

More information

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF TRIANGLE PETROLEUM CORPORATION AMENDED AND RESTATED AS OF APRIL 27, 2015

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF TRIANGLE PETROLEUM CORPORATION AMENDED AND RESTATED AS OF APRIL 27, 2015 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF TRIANGLE PETROLEUM CORPORATION AMENDED AND RESTATED AS OF APRIL 27, 2015 I. PURPOSE OF THE COMMITTEE The purposes of the Compensation

More information

HALOGEN SOFTWARE INC. HUMAN RESOURCES COMMITTEE CHARTER

HALOGEN SOFTWARE INC. HUMAN RESOURCES COMMITTEE CHARTER HALOGEN SOFTWARE INC. HUMAN RESOURCES COMMITTEE CHARTER PURPOSE The Human Resources Committee is a standing committee appointed by the Board of Directors of Halogen Software Inc. The Committee will assist

More information

Visa Inc. Compensation Committee Charter

Visa Inc. Compensation Committee Charter Visa Inc. Compensation Committee Charter I. PURPOSE The Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Visa Inc. (the Company ) shall perform the duties set forth in

More information

CHARTER 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. 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 amended June 13, 2014. Pursuant to duly

More information

VALEANT PHARMACEUTICALS INTERNATIONAL, INC. CHARTER OF THE TALENT AND COMPENSATION COMMITTEE

VALEANT PHARMACEUTICALS INTERNATIONAL, INC. CHARTER OF THE TALENT AND COMPENSATION COMMITTEE VALEANT PHARMACEUTICALS INTERNATIONAL, INC. CHARTER OF THE TALENT AND COMPENSATION COMMITTEE 1. PURPOSE The (the Committee ) of Valeant Pharmaceuticals International, Inc. ( Valeant ) is appointed by the

More information

How To Manage A Company

How To Manage A Company PIONEER NATURAL RESOURCES COMPANY COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER I Purposes The Board of Directors (the Board )of Pioneer Natural Resources Company

More information

COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE CHARTER

COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE CHARTER Name COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE CHARTER There shall be a committee of the Board of Directors (the "Board") of Aurcana Corporation (the "Company") known as the Governance and Compensation

More information

IMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS

IMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS IMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS Introduction As part of the corporate governance policies, processes and procedures of ImmunoGen, Inc. ( ImmunoGen or the Company

More information

Board of Directors Charter and Corporate Governance Guidelines

Board of Directors Charter and Corporate Governance Guidelines INTRODUCTION The Board of Directors (the Board ) of Molson Coors Brewing Company (the Company ) has developed and adopted this set of corporate governance principles and guidelines (the Guidelines ) to

More information

AMERICAN CAPITAL AGENCY CORP. COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE CHARTER Amended as of April 21, 2015

AMERICAN CAPITAL AGENCY CORP. COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE CHARTER Amended as of April 21, 2015 AMERICAN CAPITAL AGENCY CORP. COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE CHARTER Amended as of April 21, 2015 ORGANIZATION This charter governs the operations of the Compensation and Corporate Governance

More information

SUPERIOR PLUS CORP. COMPENSATION COMMITTEE MANDATE

SUPERIOR PLUS CORP. COMPENSATION COMMITTEE MANDATE SUPERIOR PLUS CORP. COMPENSATION COMMITTEE MANDATE A. Purpose The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Superior Plus Corp. (the Corporation )

More information

New Senior Investment Group Inc. Charter of the Compensation Committee of the Board of Directors. October 16, 2014

New Senior Investment Group Inc. Charter of the Compensation Committee of the Board of Directors. October 16, 2014 I. PURPOSE OF THE COMMITTEE New Senior Investment Group Inc. Charter of the Compensation Committee of the Board of Directors October 16, 2014 The purpose of the Compensation Committee (the Committee )

More information

Sajan, Inc. and Its Subsidiaries. Audit Committee Charter. As of August 1, 2014

Sajan, Inc. and Its Subsidiaries. Audit Committee Charter. As of August 1, 2014 Sajan, Inc. and Its Subsidiaries Audit Committee Charter As of August 1, 2014 I. PURPOSE The purpose of the Audit Committee (the Committee ) of the Board of Directors (the Board ) of Sajan, Inc. (the Company

More information

ALLEGIANT TRAVEL COMPANY AUDIT COMMITTEE CHARTER

ALLEGIANT TRAVEL COMPANY AUDIT COMMITTEE CHARTER I. PURPOSE ALLEGIANT TRAVEL COMPANY AUDIT COMMITTEE CHARTER (As Revised January 28, 2013) The Audit Committee shall provide assistance to the Company's Board of Directors (the "Board") in fulfilling the

More information

HP INC. BOARD OF DIRECTORS HR AND COMPENSATION COMMITTEE CHARTER

HP INC. BOARD OF DIRECTORS HR AND COMPENSATION COMMITTEE CHARTER HP INC. BOARD OF DIRECTORS HR AND COMPENSATION COMMITTEE CHARTER I. Purpose The purposes of the HR and Compensation Committee (the Committee ) of the Board of Directors (the Board ) of HP Inc. ( HP ) are:

More information

FIVE STAR QUALITY CARE, INC. GOVERNANCE GUIDELINES

FIVE STAR QUALITY CARE, INC. GOVERNANCE GUIDELINES FIVE STAR QUALITY CARE, INC. GOVERNANCE GUIDELINES Adopted March 1, 2016 The following Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board ) of Five Star Quality

More information

ALIBABA GROUP HOLDING LIMITED NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

ALIBABA GROUP HOLDING LIMITED NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER ALIBABA GROUP HOLDING LIMITED NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER (Adopted on September 2, 2014 by the Board of Directors) I. PURPOSE The Nominating and Corporate

More information

Committee Approved: January 6, 2014 FNC Board Approved: January 8, 2014. Compensation and Governance Committee Charter

Committee Approved: January 6, 2014 FNC Board Approved: January 8, 2014. Compensation and Governance Committee Charter Committee Approved: January 6, 2014 FNC Board Approved: January 8, 2014 Compensation and Governance Committee Charter Page 2 of 5 I. PURPOSE The Board of Directors of First National Corporation (the Board

More information

KAISER ALUMINUM CORPORATION CORPORATE GOVERNANCE GUIDELINES

KAISER ALUMINUM CORPORATION CORPORATE GOVERNANCE GUIDELINES Responsibility of the Board KAISER ALUMINUM CORPORATION CORPORATE GOVERNANCE GUIDELINES The primary mission of the Board of Directors of the Company is to advance the interests of the Company s stockholders

More information

RALLY SOFTWARE DEVELOPMENT CORP.

RALLY SOFTWARE DEVELOPMENT CORP. RALLY SOFTWARE DEVELOPMENT CORP. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS Approved by the Board of Directors on March 19, 2013 PURPOSE The primary purpose of the Compensation Committee

More information

HALLIBURTON COMPANY BOARD OF DIRECTORS COMPENSATION COMMITTEE CHARTER

HALLIBURTON COMPANY BOARD OF DIRECTORS COMPENSATION COMMITTEE CHARTER HALLIBURTON COMPANY BOARD OF DIRECTORS COMPENSATION COMMITTEE CHARTER I. Role The role of the Compensation Committee is to oversee the compensation policies and practices of Halliburton Company on behalf

More information

The Procter & Gamble Company Board of Directors Compensation & Leadership Development Committee Charter

The 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 information

SPRINT CORPORATION COMPENSATION COMMITTEE CHARTER

SPRINT 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 information

How To Manage A Corporation

How To Manage A Corporation HUMAN RESOURCES AND COMPENSATION COMMITTEE MANDATE The Human Resources and Compensation Committee (the Committee ) is a committee of the Board of Directors (the Board ) of Cenovus Energy Inc. ( Cenovus

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KAISER ALUMINUM CORPORATION

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KAISER ALUMINUM CORPORATION CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KAISER ALUMINUM CORPORATION Purposes The Audit Committee of the Board of Directors of the Company oversees (a) the accounting and financial reporting

More information

WHOLE FOODS MARKET, INC. Corporate Governance Principles, Board of Directors' Mission Statement & Role Definition. Effective September 6, 2012

WHOLE FOODS MARKET, INC. Corporate Governance Principles, Board of Directors' Mission Statement & Role Definition. Effective September 6, 2012 WHOLE FOODS MARKET, INC. Corporate Governance Principles, Board of Directors' Mission Statement & Role Definition Effective September 6, 2012 1. Role and Composition of the Board of Directors. 1.1. Role

More information

WOODWARD INC. DIRECTOR GUIDELINES

WOODWARD INC. DIRECTOR GUIDELINES WOODWARD INC. DIRECTOR GUIDELINES The Board of Directors (the Board ) of Woodward Governor Company (the Company ) has adopted the following Director Guidelines. These Guidelines should be interpreted in

More information

Corning Incorporated Corporate Governance Guidelines

Corning Incorporated Corporate Governance Guidelines Corning Incorporated Corporate Governance Guidelines The Board of Directors of Corning Incorporated, acting on the recommendation of its Nominating and Corporate Governance Committee, has adopted these

More information

P&F INDUSTRIES, INC. AUDIT COMMITTEE CHARTER

P&F INDUSTRIES, INC. AUDIT COMMITTEE CHARTER P&F INDUSTRIES, INC. AUDIT COMMITTEE CHARTER MEMBERSHIP The Audit Committee (the "Committee") of the board of directors (the "Board") of P&F Industries, Inc. (the "Company") shall consist of three or more

More information

BOARD OF DIRECTORS HUMAN RESOURCES AND COMPENSATION COMMITTEE MANDATE

BOARD OF DIRECTORS HUMAN RESOURCES AND COMPENSATION COMMITTEE MANDATE BOARD OF DIRECTORS HUMAN RESOURCES AND COMPENSATION COMMITTEE MANDATE The Human Resources and Compensation Committee The by-laws of Suncor Energy Inc. (Suncor) provide that the Board of Directors (Board)

More information

AMAYA INC. CORPORATE GOVERNANCE, NOMINATING AND COMPENSATION COMMITTEE CHARTER

AMAYA INC. CORPORATE GOVERNANCE, NOMINATING AND COMPENSATION COMMITTEE CHARTER AMAYA INC. CORPORATE GOVERNANCE, NOMINATING AND COMPENSATION COMMITTEE CHARTER PURPOSE The Corporate Governance, Nominating and Compensation Committee (the Committee ) is a standing committee appointed

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF GLOBAL MEDICAL REIT INC. ADOPTED AS OF JUNE 13, 2016

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF GLOBAL MEDICAL REIT INC. ADOPTED AS OF JUNE 13, 2016 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF GLOBAL MEDICAL REIT INC. ADOPTED AS OF JUNE 13, 2016 I. PURPOSE OF THE COMMITTEE The purposes of the Audit Committee (the Committee ) of the

More information

HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS OF THE TORONTO-DOMINION BANK CHARTER

HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS OF THE TORONTO-DOMINION BANK CHARTER HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS OF THE TORONTO-DOMINION BANK Main Responsibilities: CHARTER ~~ Responsible for Management s Performance Evaluation, Compensation and Succession Planning

More information

HUMAN RESOURCES & COMPENSATION COMMITTEE CHARTER

HUMAN RESOURCES & COMPENSATION COMMITTEE CHARTER HUMAN RESOURCES & COMPENSATION COMMITTEE CHARTER DATE OF ISSUE: VERSION NO.: 4 PROCEDURES: None North American Energy Partners Inc. HUMAN RESOURCES & COMPENSATION COMMITTEE CHARTER 1. PURPOSE The Board

More information

The Kroger Co. Board of Directors. Guidelines on Issues of Corporate Governance. (Rev. 5/11/15)

The Kroger Co. Board of Directors. Guidelines on Issues of Corporate Governance. (Rev. 5/11/15) The Kroger Co. Board of Directors Guidelines on Issues of Corporate Governance (Rev. 5/11/15) THE KROGER CO. BOARD OF DIRECTORS GUIDELINES ON ISSUES OF CORPORATE GOVERNANCE The Kroger Co. Board of Directors

More information

CORPORATE GOVERNANCE GUIDELINES. 1. Direct the Affairs of Caspian Services, Inc. (the Company ) for the benefit of the stockholders

CORPORATE GOVERNANCE GUIDELINES. 1. Direct the Affairs of Caspian Services, Inc. (the Company ) for the benefit of the stockholders CORPORATE GOVERNANCE GUIDELINES A. THE ROLE OF THE BOARD OF DIRECTORS 1. Direct the Affairs of Caspian Services, Inc. (the Company ) for the benefit of the stockholders The primary responsibility of directors

More information

CI FINANCIAL CORP. BOARD OF DIRECTORS MANDATE. As of August 4, 2016

CI FINANCIAL CORP. BOARD OF DIRECTORS MANDATE. As of August 4, 2016 CI FINANCIAL CORP. BOARD OF DIRECTORS MANDATE As of August 4, 2016 The Board of Directors of CI Financial Corp. (the Company ) is responsible for the stewardship of the Company and in that regard has the

More information

CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS SIGMA DESIGNS, INC. (As adopted by the Board of Directors effective as of May 2010)

CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS SIGMA DESIGNS, INC. (As adopted by the Board of Directors effective as of May 2010) CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF SIGMA DESIGNS, INC. (As adopted by the Board of Directors effective as of May 2010) PURPOSE: The purpose of the Audit Committee of the Board

More information

COUPONS.COM INCORPORATED CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

COUPONS.COM INCORPORATED CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS COUPONS.COM INCORPORATED CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS I. STATEMENT OF POLICY This Charter specifies the authority and scope of the responsibilities of the Audit Committee (the

More information

ULTRA CLEAN HOLDINGS, INC. a Delaware corporation (the Company ) Nominating and Corporate Governance Committee Charter Amended as of February 8, 2012

ULTRA CLEAN HOLDINGS, INC. a Delaware corporation (the Company ) Nominating and Corporate Governance Committee Charter Amended as of February 8, 2012 ULTRA CLEAN HOLDINGS, INC. a Delaware corporation (the Company ) Nominating and Corporate Governance Committee Charter Amended as of February 8, 2012 Purpose The Nominating and Corporate Governance Committee

More information

PDC Energy, Inc. Corporate Governance Guidelines

PDC Energy, Inc. Corporate Governance Guidelines PDC Energy, Inc. Corporate Governance Guidelines As Amended June 4, 2015 The Board of Directors (the "Board") of PDC Energy, Inc. ( PDC or the Company ) has adopted these guidelines to promote the effective

More information

T-MOBILE US, INC. CORPORATE GOVERNANCE GUIDELINES

T-MOBILE US, INC. CORPORATE GOVERNANCE GUIDELINES T-MOBILE US, INC. CORPORATE GOVERNANCE GUIDELINES Purpose. The Board of Directors (the Board ) of T-Mobile US, Inc. (the Company ) has developed these corporate governance guidelines (the Guidelines )

More information

DANA HOLDING CORPORATION NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

DANA HOLDING CORPORATION NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER DANA HOLDING CORPORATION NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Purposes The Nominating and Corporate Governance Committee (the Committee ) of the Board of Directors (the Board ) of Dana

More information

CORPORATE GOVERNANCE GUIDELINES AND PRINCIPLES OF PBF ENERGY INC.

CORPORATE GOVERNANCE GUIDELINES AND PRINCIPLES OF PBF ENERGY INC. CORPORATE GOVERNANCE GUIDELINES AND PRINCIPLES OF PBF ENERGY INC. The Board of Directors (the Board ) of PBF Energy Inc. (the Company ) has adopted the following Corporate Governance Guidelines and Principles

More information

CIBER, INC. CORPORATE GOVERNANCE PRINCIPLES DOCUMENT

CIBER, INC. CORPORATE GOVERNANCE PRINCIPLES DOCUMENT CIBER, INC. CORPORATE GOVERNANCE PRINCIPLES DOCUMENT Introduction Effective corporate governance practices support the fiduciary duties of care and loyalty that a company's management and directors owe

More information

FIRST REPUBLIC BANK DIRECTORS ENTERPRISE RISK MANAGEMENT COMMITTEE CHARTER

FIRST REPUBLIC BANK DIRECTORS ENTERPRISE RISK MANAGEMENT COMMITTEE CHARTER FIRST REPUBLIC BANK DIRECTORS ENTERPRISE RISK MANAGEMENT COMMITTEE CHARTER PURPOSE: The purpose of the Directors Enterprise Risk Management Committee ( Committee ) is to provide oversight of the enterprise-wide

More information

APPENDIX G - TERMS OF REFERENCE FOR THE HUMAN RESOURCES AND COMPENSATION COMMITTEE

APPENDIX G - TERMS OF REFERENCE FOR THE HUMAN RESOURCES AND COMPENSATION COMMITTEE APPENDIX G - TERMS OF REFERENCE FOR THE HUMAN RESOURCES AND The Board of Directors has established the Human Resources and Compensation Committee of the Board (the Committee ) to generally develop the

More information

THE ULTIMATE SOFTWARE GROUP, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AMENDED AND RESTATED CHARTER

THE ULTIMATE SOFTWARE GROUP, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AMENDED AND RESTATED CHARTER Adopted February 4, 2013 THE ULTIMATE SOFTWARE GROUP, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AMENDED AND RESTATED CHARTER I. PURPOSE: The primary function of the Audit Committee (the Committee

More information

CATAMARAN CORPORATION CORPORATE GOVERNANCE GUIDELINES

CATAMARAN CORPORATION CORPORATE GOVERNANCE GUIDELINES CATAMARAN CORPORATION CORPORATE GOVERNANCE GUIDELINES Approved by the Board on December 12, 2012, as amended on March 6, 2013 and September 3, 2014 The following Corporate Governance Guidelines have been

More information

EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES

EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES 2014 EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES The primary duty of the Board of Directors (the Board ) is to promote the best interests of the Company through overseeing

More information

PARSONS CORPORATION CORPORATE GOVERNANCE GUIDELINES

PARSONS CORPORATION CORPORATE GOVERNANCE GUIDELINES PARSONS CORPORATION CORPORATE GOVERNANCE GUIDELINES I. Board of Directors The business and affairs of the Corporation are managed under the direction of the Board of Directors. The Board represents the

More information

BARRICK GOLD CORPORATION. Corporate Governance & Nominating Committee Mandate

BARRICK GOLD CORPORATION. Corporate Governance & Nominating Committee Mandate BARRICK GOLD CORPORATION Corporate Governance & Nominating Committee Mandate Purpose 1. The purpose of the Corporate Governance & Nominating Committee (the Committee ) of the Board of Directors (the Board

More information

JASON INDUSTRIES, INC. CORPORATE GOVERNANCE GUIDELINES

JASON INDUSTRIES, INC. CORPORATE GOVERNANCE GUIDELINES JASON INDUSTRIES, INC. CORPORATE GOVERNANCE GUIDELINES Jason Industries, Inc. (the Company ) is committed to developing effective, transparent and accountable corporate governance practices. These Corporate

More information

FIRST CITIZENS BANCSHARES, INC. FIRST-CITIZENS BANK & TRUST COMPANY CHARTER OF THE JOINT AUDIT COMMITTEE

FIRST CITIZENS BANCSHARES, INC. FIRST-CITIZENS BANK & TRUST COMPANY CHARTER OF THE JOINT AUDIT COMMITTEE FIRST CITIZENS BANCSHARES, INC. FIRST-CITIZENS BANK & TRUST COMPANY CHARTER OF THE JOINT AUDIT COMMITTEE As amended, restated, and approved by the Boards of Directors on July 28, 2015 This Charter sets

More information

CORPORATE GOVERNANCE GUIDELINES SYNACOR, INC. BOARD OF DIRECTORS GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES

CORPORATE GOVERNANCE GUIDELINES SYNACOR, INC. BOARD OF DIRECTORS GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES CORPORATE GOVERNANCE GUIDELINES SYNACOR, INC. BOARD OF DIRECTORS GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES A. BOARD COMPOSITION 1. Selection of Chairman and CEO It is the policy of the Board

More information

INTEGRATED SILICON SOLUTION, INC. CORPORATE GOVERNANCE PRINCIPLES. Effective January 9, 2015

INTEGRATED SILICON SOLUTION, INC. CORPORATE GOVERNANCE PRINCIPLES. Effective January 9, 2015 INTEGRATED SILICON SOLUTION, INC. CORPORATE GOVERNANCE PRINCIPLES Effective January 9, 2015 These principles have been adopted by the Board of Directors (the "Board") of Integrated Silicon Solution, Inc.

More information

PRUDENTIAL FINANCIAL, INC. CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES

PRUDENTIAL FINANCIAL, INC. CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES PRUDENTIAL FINANCIAL, INC. CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES A. THE ROLE OF THE BOARD OF DIRECTORS 1. Direct the Affairs of the Corporation for the Benefit of Shareholders The Prudential board

More information

YRC WORLDWIDE INC. GUIDELINES ON CORPORATE GOVERNANCE. (Effective October 27, 2015)

YRC WORLDWIDE INC. GUIDELINES ON CORPORATE GOVERNANCE. (Effective October 27, 2015) YRC WORLDWIDE INC. GUIDELINES ON CORPORATE GOVERNANCE (Effective October 27, 2015) Delaware law states that the business and affairs of YRC Worldwide Inc. (the Company ) shall be managed by or under the

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF LIVE NATION ENTERTAINMENT, INC.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF LIVE NATION ENTERTAINMENT, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF LIVE NATION ENTERTAINMENT, INC. This Charter identifies the purpose, membership, meeting requirements and committee responsibilities of the Audit

More information

THE GEO GROUP, INC. CORPORATE GOVERNANCE GUIDELINES

THE GEO GROUP, INC. CORPORATE GOVERNANCE GUIDELINES THE GEO GROUP, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the "Board") of The GEO Group, Inc. ("The GEO Group" or the "Corporation") has adopted these guidelines to promote the effective

More information

AMPLIFY SNACK BRANDS, INC. AUDIT COMMITTEE CHARTER. Adopted June 25, 2015

AMPLIFY SNACK BRANDS, INC. AUDIT COMMITTEE CHARTER. Adopted June 25, 2015 AMPLIFY SNACK BRANDS, INC. AUDIT COMMITTEE CHARTER Adopted June 25, 2015 I. General Statement of Purpose The purposes of the Audit Committee of the Board of Directors (the Audit Committee ) of Amplify

More information

BAXALTA INCORPORATED Corporate Governance Guidelines

BAXALTA INCORPORATED Corporate Governance Guidelines Effective as of July 1, 2015 BAXALTA INCORPORATED Corporate Governance Guidelines The Board of Directors of Baxalta Incorporated ( Baxalta or the Company including its subsidiaries) recognizes the importance

More information

Report of the Compensation and Benefits Committee

Report of the Compensation and Benefits Committee Report of the Compensation and Benefits Committee The Compensation Committee has four members and met four times during the year 2014. The Compensation Committee is comprised solely of non-employee directors,

More information

MAXIM INTEGRATED PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES. (Adopted by the Board of Directors on April 6, 2007)

MAXIM INTEGRATED PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES. (Adopted by the Board of Directors on April 6, 2007) MAXIM INTEGRATED PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES (Adopted by the Board of Directors on April 6, 2007) The following guidelines have been approved by the Board of Directors (the Board ) of

More information

Corporate Governance Principles. February 23, 2015

Corporate Governance Principles. February 23, 2015 Corporate Governance Principles February 23, 2015 The Board of Directors (the Board ) of The Boeing Company ( Boeing or the Company ) has adopted the following corporate governance principles (the Principles

More information

ULTRA CLEAN HOLDINGS, INC. a Delaware corporation (the Company ) Corporate Governance Guidelines As Amended and Restated on February 8, 2012

ULTRA CLEAN HOLDINGS, INC. a Delaware corporation (the Company ) Corporate Governance Guidelines As Amended and Restated on February 8, 2012 ULTRA CLEAN HOLDINGS, INC. a Delaware corporation (the Company ) Corporate Governance Guidelines As Amended and Restated on February 8, 2012 1. Composition of the Board and Board Membership Criteria The

More information

Oceaneering International, Inc. Audit Committee Charter

Oceaneering International, Inc. Audit Committee Charter Oceaneering International, Inc. Audit Committee Charter Purpose The Audit Committee of the Board of Directors (the Committee ) is appointed by the Board of Directors (the Board ) to assist the Board in

More information

NEW YORK LIFE INSURANCE COMPANY BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES

NEW YORK LIFE INSURANCE COMPANY BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES NEW YORK LIFE INSURANCE COMPANY BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES The New York Life Insurance Company Board of Directors (the Board of Directors or Board ) recognizes its responsibility

More information

HALOZYME THERAPEUTICS, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS ORGANIZATION AND MEMBERSHIP REQUIREMENTS

HALOZYME THERAPEUTICS, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS ORGANIZATION AND MEMBERSHIP REQUIREMENTS HALOZYME THERAPEUTICS, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS I. STATEMENT OF POLICY The Audit Committee (the Committee ) of the Board of Directors (the Board ) of Halozyme Therapeutics,

More information

ADVANCED DRAINAGE SYSTEMS, INC. CORPORATE GOVERNANCE GUIDELINES

ADVANCED DRAINAGE SYSTEMS, INC. CORPORATE GOVERNANCE GUIDELINES ADVANCED DRAINAGE SYSTEMS, INC. CORPORATE GOVERNANCE GUIDELINES These Corporate Governance Guidelines have been adopted by the Board of Directors (the Board ) of Advanced Drainage Systems, Inc. (the Company

More information