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Approved by the Board of Directors May 8, 2006 |
PURPOSE
The Compensation Committee ("Committee") is appointed by the Board to evaluate and recommend to the Board the approval of the compensation plans, policies and programs of the Company.
The Committee is also responsible for producing an annual report on executive compensation for inclusion in the Company's proxy statement.
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COMMITTEE MEMBERSHIP
The Committee shall consist of no fewer than three members. The members of the Committee shall meet the independence requirements of the Toronto Stock Exchange and provincial securities regulators.
The members of the Committee shall be appointed by the Board. Committee members may be replaced by the Board.
The Compensation Committee Chairman shall (a) chair all meetings of the Compensation Committee; (b) coordinate the evaluation of the performance of the CEO; (c) set the frequency and length of the meeting(s) and the agenda items to be addressed at each meeting; and (d) perform such other activities from time to time as are requested by the other directors or as circumstances indicate.
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COMMITTEE AUTHORITY AND RESPONSIBILITIES
The Compensation Committee shall perform the following duties and fulfill the following responsibilities:
- The Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or senior executive compensation and shall have the sole authority to approve the consultant's fees and other retention terms. The Committee shall also have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
- The Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and approve the CEO's compensation level based on this evaluation. In determining the long-term incentive component of CEO compensation, the Committee will consider the Company's performance and relative shareholder return, the value of similar incentive rewards to CEOs at comparable companies, and the awards given to the CEO in past years.
- The Committee shall review from time to time the compensation systems that are in place for employees of the Company in order to ensure there is internal and external equity in the compensation of all employees, including incentive-compensation plans and equity-based plans.
- The Committee shall review and approve and recommend to the Board of Directors for its approval, for the Chairman, the CEO and the other executive officers of the Company, (a) the annual base salary level, (b) the annual incentive opportunity level, (c) the long-term incentive opportunity level, (d) employment agreements, severance arrangements, and change in control agreements/provisions, in each case as, when and if appropriate, and (e) any special or supplemental benefits.
- The Committee shall review and approve and recommend to the Board of Directors for its approval the granting of options to the directors and officers.
- The Committee shall review and approve and recommend to the Board of Directors for its approval the compensation of the independent directors.
- The Committee may form and delegate authority to subcommittees when appropriate.
- The Committee shall make regular reports to the Board and shall provide copies of the minutes of the meetings of the Committee to the Board.
- The Committee is responsible for producing an annual report on executive compensation for inclusion in the Company's proxy statement in accordance with applicable rules and regulations.
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Investor