Corporate Governance

Corporate Governance - Committee

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Committee Members
ChairpersonThomas H. Johnson
Committee Member L. Phillip Humann
Committee MemberOrrin H. Ingram II
Committee MemberVéronique Morali
Human Resources and Compensation Committee Charter
Human Resources and Compensation Committee Charter


As Adopted February 24, 2010

Authority and Responsibilities

    1. Evaluation of Chief Executive Officer. The Committee shall coordinate the evaluation of the Chief Executive Officer of the Company, with participation from the full Board.

    2. Compensation of Senior Officers.

      A. The Committee shall establish the Company's executive compensation philosophy, as well as the goals and objectives relevant to the compensation of the Chief Executive Officer and the other senior officers of the Company

      B. The Committee shall review and approve the salaries and other remunerations of the Chief Executive Officer and other senior officers in light of their performance and the Company's established compensation philosophy, goals and objectives. In its approval of the salary and other remuneration of the Chief Executive Officer, the Committee shall give due consideration to the performance review conducted by the Governance and Nominating Committee.

      C. The Committee shall have the authority to adopt, terminate or amend employee benefit plans established and maintained primarily for the benefit of the Chief Executive Officer and the other senior officers of the Company.

      D. The Committee shall oversee the administration of the Company's incentive plans designed to provide compensation primarily to the Chief Executive Officer and senior officers of the Company, as well as all equity-based plans. The Committee shall have the power to recommend to the Board of Directors the adoption, termination or significant amendment of any such plan, and shall have the right to approve, without action of the Board, amendments that are not considered significant.

      E. For the purposes of this charter, the term "senior officers" shall mean those officers elected as an executive officer or a senior vice president or executive vice president of the Company, as well as such other officers of the Company as the Committee shall designate from time to time by resolution.

    3. Management Development and Succession. The Committee shall oversee talent development and succession planning for all senior officer positions, other than the position of chief executive officer, for which position the succession planning is the responsibility of the Governance and Nominating Committee. The Committee shall oversee talent development and succession planning for other key positions within the Company.

    4. Evaluation of Chief Executive Officer. The Committee shall coordinate the evaluation of the Chief Executive Officer of the Company, with participation from the full Board.

    5. Employee Retirement Programs. The Committee shall review periodic reports, at least annually, regarding the employee retirement programs. The Committee shall have the power and authority to approve amendments to or other actions required under the employee retirement plans.

    6. Report to Shareholders. The Committee shall review and discuss the Company's Compensation Discussion and Analysis (CD&A) with management and, based on that review, make a recommendation to the Board of Directors as to whether it should be included in the Company's proxy statement. The Committee also shall produce a report on executive compensation for inclusion in the Company's annual proxy statement, all in accordance with applicable rules and regulations.

    7. Other Duties. The Committee shall also carry out such other duties that may be assigned to it from time to time by the Board of Directors.

Operations of the Committee

1. Composition. The members of the Committee shall be appointed by the Board of Directors. Each member shall meet the independence requirements of applicable law and the listing standards of the New York Stock Exchange. The Board of Directors shall also designate a Committee Chair and may, from time to time, remove members of the Committee.
2. Delegation. The Committee may delegate any of its responsibilities, as appropriate, to a subcommittee comprised of one or more of its members. Specifically, The Committee may delegate matters related to the Company's retirement plans to the Global Retirement Programs Committee.
3. Schedule of Meetings. In order to discharge its responsibilities, the Committee shall each year establish a schedule of meetings; additional meetings may be scheduled as required.
4. Conduct of Meetings. A quorum at any Committee meeting shall be a majority of its members. All determinations of the Committee shall be made either at a meeting duly called and held, at which a quorum was present and acting, or by a written consent to the actions taken that is signed by all of the members of the Committee.
5. Documentation and Reports. The Chair of the Committee shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all meetings of the Committee shall be prepared to document the Committee's discharge of its responsibilities. The minutes shall be circulated in draft form to all Committee members to ensure an accurate final record, and they shall be approved at a subsequent meeting of the Committee. The Committee shall make regular reports to the Board of Directors.
6. Self-Assessment. The Committee shall evaluate its performance on an annual basis and develop criteria for such evaluation. At least annually, this charter shall be reviewed and reassessed by the Committee, and any proposed changes shall be submitted to the Board of Directors for approval.

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