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1. Be on call to the Committee Chair for advice or reviews of proposals as requested |
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2. Undertake special projects at the request of the Committee Chair |
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3. Undertake work with management only at the request of, or with the foreknowledge and approval of, the Committee Chair |
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4. Attend at least one Committee a year and give a brief presentation on external trends and developments |
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5. Attend Committee meetings at the request of the Chair |
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6. Review Committee agendas and supporting materials in advance of each meeting; raise questions/issues with management and the Committee Chair as appropriate |
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7. Work with management on major proposals in advance of finalization and presentation to Committee |
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8. Review draft Compensation Committee report and related tables for proxy statement each year |
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9. Audit on behalf of the Committee the chosen peer group and survey data for competitive comparisons |
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10. a. Review management’s comparative data and proposals on CEO compensation prior to presentation to the Committee |
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b. Provide independent data and recommendations on CEO compensation to the Committee Chair without prior review by the CEO |
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11. Review executive employment or severance agreements in advance of being presented to the Committee for approval |
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12. Proactively advise Committee on best practices ideas for board governance of executive compensation |
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