BOARD OF DIRECTORS HUMAN RESOURCES AND COMPENSATION COMMITTEE MANDATE
|
|
|
- Randolf Boyd
- 9 years ago
- Views:
Transcription
1 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) may establish Board committees to whom certain duties may be delegated by the Board. The Board has established, among others, the Human Resources and Compensation Committee (HR&CC), and has approved this mandate, which sets out the objectives, constitution, structure, functions and responsibilities of the HR&CC. Objectives The HR&CC assists the Board by: reviewing and approving annually the overall corporate goals and objectives of Suncor relevant to the compensation of the President and Chief Executive Officer ( CEO ), and ensuring that the overall goals and objectives of Suncor are supported by an appropriate executive compensation philosophy and pay programs; evaluating annually the performance of the CEO against predetermined goals and criteria, and recommending to the Board the total compensation for the CEO in light of their evaluation of the CEO s performance; reviewing annually the CEO s: (a) evaluation of the other senior executives performance; and (b) recommendations for total compensation of the other senior executives ; reviewing annually the succession planning process and results of the process as it relates to the executive roles; ensuring that a full review of candidates for the CEO and senior executive positions is provided to the Board as described herein to provide for timely and effective continuity of leadership for Suncor; overseeing Suncor s executive compensation policies, incentive compensation program design and operation, and compensation practices; ensuring executive compensation related reputational risks are understood and considered; November 2013 Page 1
2 overseeing any significant compensation, pension and benefit programs for employees generally, considering accounting, tax, design, legal, regulatory environment, risk and pay and performance relationship. Constitution The Terms of Reference of Suncor s Board set out requirements for the composition of Board committees, the qualifications for committee membership, and specify that the chair and membership of the committees are determined annually by the Board. The Board will ensure that membership of the HR&CC includes individuals with expertise in Human Resources, Finance, Business Strategy and Executive Compensation. All members of the HR&CC are required to be independent. As required by Suncor s by-laws, unless otherwise determined by resolution of the Board of Directors, a majority of the members of a committee constitute a quorum for meetings of committees, and in all other respects, each committee determines its own rules of procedure. The HR&CC shall review this Mandate annually and recommend any amendments it deems appropriate to the Governance Committee for review and recommendation to the Board for approval. Functions and Responsibilities The HR&CC has the following functions and responsibilities: Executive Compensation Oversee the development and approval of the executive compensation philosophy and guidelines that support Suncor s overall business strategic objectives; Review and recommend to the Board the total executive compensation structure, including the base salary range, annual incentive opportunity, long-term incentive opportunity, perquisites, supplemental benefits including pension, and any employment agreements; Review changes in competitiveness of Suncor s executive compensation relative to the defined market and the cost to Suncor of any change in its executive compensation to increase market competitiveness; Annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO s performance in light of those corporate goals and objectives, and make recommendations to the Board with respect to the CEO s compensation level based on this evaluation; November 2013 Page 2
3 Annually review and provide input to the recommendations by the CEO regarding the total compensation to be paid each year to his direct reports; Review and recommend to the Board the performance goals (including the full performance range, e.g. threshold, target and maximum) for any executive incentive plan, at the start of each plan year or cycle and determine whether performance goals have been achieved at the end of each plan year or plan cycle; Review the cost of the executives total compensation (both cash costs and dilution) under different performance scenarios for alignment with Suncor s business strategies, and test pay for performance linkages for reasonableness; Establish stock ownership guidelines and holding requirements for executives and monitor compliance; Review the purpose, level, and value of executive pension plans and employment termination agreements, and recommend changes to the CEO s employment termination agreement for approval by the Board and approve any changes to the other senior executives agreements; Annually review and recommend to the Board, the disclosure of Director and executive compensation for inclusion in Suncor s management proxy circular for the annual general meeting of shareholders; Review compensation programs to ensure they do not encourage excessive or inappropriate risk taking. Succession Planning and Organizational Change Annually review the succession planning process and the succession plans for executive roles including development and career planning for potential executive successors; specifically: Annually, the HR&CC will review the succession planning process and results; Annually, the CEO supported by the Senior Vice President, Human Resources will provide a full review to the Board of candidates for the CEO position and candidates and development plans for Executive Leadership Team positions; When required, the HR&CC will support the selection committee chosen by the Board, to determine the appropriate compensation for the new CEO. November 2013 Page 3
4 Review significant changes to the organization s structure as they arise and their impact on the executive roles; Incentive Compensation Plans and Programs Review and recommend to the Board any new share based plans or significant amendments to existing share based plans including an examination of their cost implications, alignment with strategy and pay-performance linkages; administer (or delegate and oversee the administration of) any share based plans and approve administrative amendments to share based plans; Review and approve any material incentive plans and amendments to existing incentive plans; including an examination of their cost and risk implications, alignment with strategy and pay for performance linkages. Other Matters Review industry, regulatory and compensation governance principles and their possible impact on Suncor s human resources policies and practices and make appropriate amendments; Review and make recommendations to the Board on such other matters related to human resource issues that are specifically delegated to the HR&CC by the Board; Oversee periodic review of and provide oversight on the specific Suncor Principal Risks which have been delegated to the Committee for oversight. Engagement of Consultants In fulfilling its mandate, the HR&CC will, on behalf of the Board, in accordance with the Board s Policy on retaining outside advisors, retain, instruct and determine the remuneration of consultants engaged to assist in the design and evaluation of director, CEO or executive compensation. The HR&CC will assure itself as to the independence of those consultants, and, when circumstances warrant, will terminate their engagement and hire new consultants. Such an evaluation might include an assessment as to the character and expertise of the consultant, the quality of their work, clarity around their mandate and reporting relationship, and an awareness or approval of the financial arrangements of that consulting firm, or its affiliates, with Suncor. November 2013 Page 4
5 November 2013 Page 5
6 Reporting to the Board The HR&CC shall report to the Board on the activities of the HR&CC with respect to the above matters at each Board meeting and at any other time that is deemed appropriate by the HR&CC or upon request of the Board. Approved by resolution of the Board of Directors on November 19, Previously approved by resolution on November 7, 1996, August 1, 2009, November 12, 2009 and November 7, 2011, November 13, November 2013 Page 6
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
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
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
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
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
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
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
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 )
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
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
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
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE The Audit Committee (the Audit Committee ) is appointed by the Board of Directors (the Board ) of NVIDIA Corporation, a Delaware corporation
TECK RESOURCES LIMITED AUDIT COMMITTEE CHARTER
Page 1 of 7 A. GENERAL 1. PURPOSE The purpose of the Audit Committee (the Committee ) of the Board of Directors (the Board ) of Teck Resources Limited ( the Corporation ) is to provide an open avenue of
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
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
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
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
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
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
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.,
1. Establishment of Committee A committee of directors to be known as the Human Resources Committee (the Committee ) is hereby established.
Board of Directors Human Resources Committee Terms of Reference February, 2015 1. Establishment of Committee A committee of directors to be known as the Human Resources Committee (the Committee ) is hereby
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
GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES. Amended: December 9, 2014
GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES Amended: December 9, 2014 Introduction The Board of Directors (the Board ) of Great Plains Energy Incorporated (the Company
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
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.,
Audit Committee Charter Altria Group, Inc. In the furtherance of this purpose, the Committee shall have the following authority and responsibilities:
Audit Committee Charter Altria Group, Inc. Membership The Audit Committee (the Committee ) of the Board of Directors (the Board ) of Altria Group, Inc. (the Company ) shall consist of at least three directors
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
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
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
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.
STT ENVIRO CORP. (the Company ) CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE. As amended by the Board of Directors on May 10, 2012
STT ENVIRO CORP. (the Company ) CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE PURPOSE AND SCOPE As amended by the Board of Directors on May 10, 2012 The primary function of the Committee
COHERENT, INC. Board of Directors. Governance Guidelines
COHERENT, INC. Board of Directors Governance Guidelines Effective: December 12, 2013 1. Mission of the Board The Board of Directors (the Board ) has the ultimate responsibility for the well being of the
CHARTER OF THE BOARD OF DIRECTORS
SUN LIFE FINANCIAL INC. CHARTER OF THE BOARD OF DIRECTORS This Charter sets out: 1. The duties and responsibilities of the Board of Directors (the Board ); 2. The position description for Directors; 3.
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
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
CHARTER THE AUDIT COMMITTEE POLARIS MINERALS CORPORATION
CHARTER OF THE AUDIT COMMITTEE OF POLARIS MINERALS CORPORATION As Approved by the Board of Directors on December 20, 2005, as amended as of March 18, 2008 DM_VAN/258296-00036/6412418.1 POLARIS MINERALS
Saudi Cable Company. The composition, responsibilities, and authority of the Committee are set out in this Charter.
Saudi Cable Company CHARTER OF THE NOMINATION AND REMUNERATION COMMITTEE 1. GENERAL As required by the Capital Market Authority (CMA) the Board of Directors (the Board ) of Saudi Cable Company (the Company
CORPORATE GOVERNANCE GUIDELINES WD 40 COMPANY
CORPORATE GOVERNANCE GUIDELINES WD 40 COMPANY The following Corporate Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board ) of WD 40 Company (the Company ) to
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
Charter of the Audit Committee of the Board of Directors
Charter of the Audit Committee of the Board of Directors Dated as of April 27, 2015 1. Purpose The Audit Committee is a committee of the Board of Directors (the Board ) of Yamana Gold Inc. (the Company
NCR Corporation Board of Directors Corporate Governance Guidelines Revised January 20, 2016
NCR Corporation Board of Directors Corporate Governance Guidelines Revised January 20, 2016 NCR s Board of Directors is elected by the stockholders to govern the affairs of the Company. The Board selects
BRANDYWINE REALTY TRUST BOARD OF TRUSTEES CORPORATE GOVERNANCE PRINCIPLES
BRANDYWINE REALTY TRUST BOARD OF TRUSTEES CORPORATE GOVERNANCE PRINCIPLES The following are the corporate governance principles and practices of the Board of Trustees of Brandywine Realty Trust (the Company
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
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
CORPORATE GOVERNANCE GUIDELINES. (Adopted as of June 2, 2014)
CORPORATE GOVERNANCE GUIDELINES (Adopted as of June 2, 2014) The following corporate governance guidelines have been approved and adopted by the Board of Directors (the Board ) of Arista Networks, Inc.
CELESTICA INC. AUDIT COMMITTEE MANDATE
CELESTICA INC. AUDIT COMMITTEE MANDATE By appropriate resolution of the Board of Directors (the Board ) of Celestica Inc. ( Celestica, or the corporation ), the Audit Committee (the Committee ) has been
HALOGEN SOFTWARE INC. AUDIT COMMITTEE CHARTER. oversee the qualifications and independence of the independent auditor;
HALOGEN SOFTWARE INC. AUDIT COMMITTEE CHARTER PURPOSE The Audit Committee is a standing committee appointed by the Board of Directors of Halogen Software Inc. The Committee is established to fulfill applicable
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
CORPORATE GOVERNANCE GUIDELINES (as amended through February 21, 2014)
1. Director Qualifications CENTURYLINK, INC. CORPORATE GOVERNANCE GUIDELINES (as amended through February 21, 2014) The Board will have a majority of independent directors. The Nominating and Corporate
INVITAE CORPORATION CORPORATE GOVERNANCE GUIDELINES
INVITAE CORPORATION CORPORATE GOVERNANCE GUIDELINES A. The Roles of the Board of Directors and Management 1. The Board of Directors The business of Invitae Corporation (the Company ) is conducted under
COTT CORPORATION CORPORATE GOVERNANCE GUIDELINES INTRODUCTION
COTT CORPORATION CORPORATE GOVERNANCE GUIDELINES INTRODUCTION The Board of Directors of Cott Corporation (the Corporation ) is committed to fulfilling its statutory mandate to supervise the management
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.
Nomination, Remuneration and Human Resources Committee Charter
Nomination, Remuneration and Human Resources Committee Class Limited (ACN 116 802 054) As approved by the Board on 6 October 2015 1. Purpose of this The purpose of this is to specify the authority delegated
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
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
CORPORATE GOVERNANCE GUIDELINES
CORPORATE GOVERNANCE GUIDELINES The term "Corporation" refers to Pembina Pipeline Corporation, the term "Pembina" refers collectively to the Corporation and all entities controlled by the Corporation,
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")
Oceaneering International, Inc. Corporate Governance Guidelines
Oceaneering International, Inc. Corporate Governance Guidelines 1. Director Qualifications The Company s Bylaws provide that the Board of Directors (the Board ) will not be less than three nor more than
CORPORATE GOVERNANCE GUIDELINES (as amended and restated on January 20, 2014)
CORPORATE GOVERNANCE GUIDELINES (as amended and restated on January 20, 2014) The Board of Directors (the Board or individually Director ) of Symantec Corporation (the Company ) represents the interests
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:
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
Audit Committee Charter
Audit Committee Charter PURPOSE The Audit Committee (the Committee ) is a committee appointed by the Board of Directors (the Board ) of Tahoe Resources Inc. ( Tahoe ). The Committee is established to fulfill
SANTANDER CONSUMER USA HOLDINGS INC. CORPORATE GOVERNANCE GUIDELINES
SANTANDER CONSUMER USA HOLDINGS INC. CORPORATE GOVERNANCE GUIDELINES Good governance, ethical conduct, accountability and transparency are essential to the success of a public company. The Board of Directors
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
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
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
CHARTER OF SUCCESSION PLANNING COMMITTEE
TABLE OF CONTENTS 1.0 MANDATE... 1 2.0 OBJECTIVE... 1 3.0 CO-ORDINATION WITH OTHER COMMITTEES... 1 4.0 OPERATING PRINCIPLES... 2 5.0 PRINCIPAL DUTIES AND RESPONSIBILITIES... 5 Approved by the Board of
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
Corporate Governance Principles and Policies
Amended and Restated as of March 2015 Corporate Governance Guidelines I. Introduction The Board of Directors (the Board ) of The Goldman Sachs Group, Inc. (the Company ), acting on the recommendation of
Corporate Governance Guidelines
Corporate Governance Guidelines A. Introduction The Board of Directors (the Board ) of (the Company ) has adopted these corporate governance guidelines to provide a framework within which the Board may
CORPORATE GOVERNANCE GUIDELINES OF TRIBUNE PUBLISHING COMPANY. Adopted as of August 4, 2014
CORPORATE GOVERNANCE GUIDELINES OF TRIBUNE PUBLISHING COMPANY Adopted as of August 4, 2014 The Board of Directors (the Board ) of Tribune Publishing Company (the Company ) is elected by the stockholders
ORACLE CORPORATION CORPORATE GOVERNANCE GUIDELINES (January 10, 2014)
ORACLE CORPORATION CORPORATE GOVERNANCE GUIDELINES (January 10, 2014) 1. Director Qualifications A majority of the members of the Board of Directors (the Board ) of Oracle Corporation ( Oracle ) must qualify
AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES. As amended by the Board of Directors as of December 9, 2013
I. Purpose of Guidelines AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES As amended by the Board of Directors as of December 9, 2013 These corporate governance guidelines are intended to set a proper
The size and composition of the Board is to be determined from time to time by the Board itself in an effort to balance the following goals:
AMERICAN INTERNATIONAL GROUP, INC. CORPORATE GOVERNANCE GUIDELINES (Effective March 11, 2015) I. INTRODUCTION The Board of Directors (the Board ) of American International Group, Inc. ( AIG ), acting on
Motorola Solutions, Inc. Board Governance Guidelines (as amended October 17, 2013)
Motorola Solutions, Inc. Board Governance Guidelines (as amended October 17, 2013) These Board Governance Guidelines, adopted by the Board of Directors (the Board ) of Motorola Solutions, Inc. (the Company
LAGO DOURADO MINERALS LTD. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER. (Effective September 9, 2010)
LAGO DOURADO MINERALS LTD. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER (Effective September 9, 2010) I. GENERAL 1. Purpose of the Committee The purpose of the Nominating and Corporate Governance
Principles of Corporate Governance
Principles of Corporate Governance Johnson & Johnson is governed by the values set forth in Our Credo, created by General Robert Wood Johnson in 1943. These values have guided us for many years and will
The Procter & Gamble Company Board of Directors Audit Committee Charter
The Procter & Gamble Company Board of Directors Audit Committee Charter I. Purposes. The Audit Committee (the Committee ) is appointed by the Board of Directors for the primary purposes of: A. Assisting
AMERICAN EXPRESS COMPANY CORPORATE GOVERNANCE PRINCIPLES (as amended and restated as of February 23, 2015)
AMERICAN EXPRESS COMPANY CORPORATE GOVERNANCE PRINCIPLES (as amended and restated as of February 23, 2015) 1) Director Qualifications A significant majority of the Board of Directors shall consist of independent,
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
PEPSICO, INC. CORPORATE GOVERNANCE GUIDELINES. As of November 20, 2014
PEPSICO, INC. CORPORATE GOVERNANCE GUIDELINES As of November 20, 2014 The Board of Directors (the Board ) of PepsiCo, Inc. (the Corporation ), acting on the recommendation of its Nominating and Corporate
ANGLOGOLD ASHANTI LIMITED
ANGLOGOLD ASHANTI LIMITED Registration No. 1944/017354/06 ( AGA or the Company ) REMUNERATION AND HUMAN RESOURCES COMMITTEE TERMS OF REFERENCE APPROVED BY THE BOARD OF DIRECTORS ON 30 OCTOBER 2014 1.0
PRECISION CASTPARTS CORP. Corporate Governance Guidelines. Criteria For Selecting Members Of The Board Of Directors
I. Director Qualifications PRECISION CASTPARTS CORP. Corporate Governance Guidelines Criteria For Selecting Members Of The Board Of Directors The Board of Directors (the Board ) of Precision Castparts
ALAMOS GOLD INC. AUDIT COMMITTEE CHARTER
ALAMOS GOLD INC. Organization AUDIT COMMITTEE CHARTER This charter governs the operations of the Audit Committee (the Committee ) of Alamos Gold Inc. (the Company ). The purpose, composition, responsibilities,