Human Resources Committee

The principal purpose of the Human Resources Committee is to provide a forum for detailed discussion, examination and review of the Company’s needs and practices in the selection, evaluation and compensation of officers and employees. Qualifications for membership in the Human Resources Committee include status as an independent Director and an interest in human resources development and administration. Members of the Committee are selected and removed by a vote of the Board. The structure of the Committee consists of a Chairperson and two Directors appointed by the Board. The Chairperson of the Committee directs the operations of the Committee through the establishment of the agenda for meetings, which are called at regular intervals and as may be required to meet the requirements of the Company. The Chairperson of the Committee reports on the activities of the Committee at Board meetings. The Human Resources Committee has the authority to engage and compensate, at the Company’s expense, any outside advisor it determines to be necessary to carry out its duties. The mandate of the Human Resources Committee of the Board is as follows:
Consider and recommend executive compensation programs including base salaries, short term and long term incentives, bonuses, security-based compensation, pension and perquisite programs. These programs should be linked with the Company’s business strategy and performance.

Monitor succession planning to encourage the development of appropriate successors for the CEO and key executives as identified from time to time by the Committee.
Annually consider and recommend corporate salary guidelines.
In consultation with the Chair of the Board, review and approve the corporate goals and objectives relevant to the compensation of the CEO, evaluate his performance in light of those corporate goals and objectives and make recommendations to the Board with respect to his compensation level based on this evaluation.
Approve any changes to officers reporting directly to the CEO.
Annually consider and approve the compensation packages for senior corporate officers and inform the Board accordingly.
Make recommendations to the Board with respect to non-CEO incentive compensation and equity-based plans.
Annually review the performance of officers reporting directly to the CEO relative to performance and compensation.
Consider and approve employment and termination agreements for officers reporting directly to the CEO.
Review annually and recommend any changes in the compensation for Directors.
Approve pension plan amendments that do not materially alter plan liabilities or reflect changes in the Company’s policy towards retirement benefits, and recommend to the Board for approval those amendments that reflect material changes.
Review and recommend for approval by the Board any newly created pension plans, registered or unregistered, or the wind up of any existing plan.
Compensation advisors in respect of executive compensation may be retained only by or at the direction of the Human Resources Committee or the Board. No officer or employee may retain such consultants on his or her own initiative.
Review executive compensation disclosure before the Company publicly discloses this information.
Review and reassess the adequacy of the charter of the Human Resources Committee on an annual basis.