This charter outlines the purpose, membership procedures, authorities and responsibilities of the compensation committee. This committee is appointed by the board to establish policies with respect to the compensation of a company’s officers.
It has overall responsibilities for approving and evaluating officer compensation plans, policies and programs of the company, and producing an annual report on executive compensation for inclusion in the company’s proxy statement. The members have to meet the independence requirements of the New York Stock Exchange. The board must appoint the members of the compensation committee and may replace members.