There shall
be a Committee of the
Board of Directors to
be known as the Compensation
and Succession Planning
Committee. The Committee,
including the Chair thereof,
shall be appointed by
the Board of Directors
and shall comprise at
least three directors,
all of whom are independent
of the management of the
Corporation, are independent
as defined in the Corporate
Governance Policies of
the Company and are free
of any relationship that
in the opinion of the
Board of Directors would
interfere with his/her
exercise of independent
judgment as a Committee
Member.
Subject
to the Company’s by-laws
and resolutions of the
Board, meetings of the
Committee may be held
at any place from time
to time as designated
by the Chair of the Committee.
A majority of the members
of the Committee then
in office shall constitute
a quorum for the transaction
of business, and the act
of a majority of those
present at any meeting
at which a quorum is present
shall be the act of the
Committee. Any action
required or permitted
to be taken at any meeting
of the Committee may be
taken without a meeting,
if prior to such action
all members of the Committee
consented thereto in writing
and the writing is filed
with the minutes of proceedings
of the Committee. The
Committee shall keep a
record of its actions
and proceedings, and the
Chair of the Committee
shall make a report thereof
from time to time to the
Board.
The role
of the Compensation and
Succession Planning Committee
is to recommend, establish,
oversee and direct the
Company’s executive compensation
policies and programs
and to recommend to the
Board of Directors compensation
for executive officers.
In carrying out this role,
the Committee believes
it is important to align
executive compensation
with Company values and
objectives, business strategies,
management initiatives,
business financial performance
and enhanced shareholder
value. The Committee is
also responsible for meeting
periodically with management
to review and make recommendations
with respect to succession
planning and management
development. In addition,
the Committee is responsible
for reviewing investment
decisions relating to
the Company’s retirement
plans as well as overseeing
the administration of
the Company’s employee
benefit plans.
The Committee’s roles
and responsibilities are
to:
Review
annually and approve:
the Company’s executive
compensation strategy
to ensure that management
is rewarded appropriately
for its contributions
to Company profitability;
and the individual elements
of total compensation
for the Chief Executive
Officer and other members
of senior management.
Ensure that the executive
compensation strategy
supports YalePharma’s
objectives and shareholder
interests. Determine
whether the annual incentive
compensation plan is
administered consistently
with the Company’s compensation
strategy. Review and
approve annually corporate
goals and objectives
relevant to Chief Executive
Officer compensation;
evaluate the Chief Executive
Officer’s performance
in light of these goals
and objectives; and
determine and approve
the Chief Executive
Officer’s compensation
based on this evaluation,
either as a Committee
or together with the
other independent directors
of the Board (as directed
by the Board).
Produce
the Compensation Committee
report on executive
compensation as required
by the Securities and
Exchange Commission
to be included in the
Company’s Annual Proxy
Statement or Annual
Report on Form 10-K
which report communicates
the factors on which
compensation for the
Chief Executive Officer
and other members of
senior management was
based, including the
relationship of Company
performance to their
compensation.
Evaluate
the performance of management
annually and make recommendations
to the Board with respect
to compensation, incentive-compensation
plans and equity based
compensation plans for
management.
Monitor
the Company’s compensation
and stock options practices
to ensure appropriate
alignment with the Company’s
overall performance
objectives.
Propose
stock option plans to
shareholders that are
consistent with shareholder
interests in providing
a competitive incentive
plan for key associates,
determine the guidelines
in administering the
plans, award grants
and monitor their effectiveness.
Meet
with management at least
annually to review and
make recommendations
relating to succession
planning and management
development, including
the identification of
high potential performers.
Review
and make investment
decisions relating to
the retirement plans
of the Company as well
as oversee and approve
changes to these plans.
Oversee
the administration of
the Company’s employee
benefit plans.
Approve
consulting firms used
to assist in evaluation
of the Chief Executive
Officer and senior management.
Review
the Committee Charter
annually and recommend
any proposed changes
to the Board for approval.
Conduct
an annual performance
evaluation of the Committee.
