Read here: Talent and Compensation Committee Charter
The Talent and Compensation Committee is appointed by the Board of Directors to discharge the Board’s responsibilities relating to the compensation and development of the Corporation’s senior executives.[1] The Talent and Compensation Committee has overall responsibility for approving and evaluating the executive compensation plans, policies and programs of the Corporation. The Talent and Compensation Committee also is responsible for overseeing the Corporation’s human capital management strategies.
[1] For purposes of this Charter, “senior executives” are defined as the Corporation’s officers designated by the Board pursuant to Rule 16a-1(f) under the Exchange Act and any persons who are members of the Corporation’s Executive Committee.
The Talent and Compensation Committee shall consist of at least three members. Each member of the Talent and Compensation Committee shall (i) meet the independence requirements of the New York Stock Exchange, including the additional requirements specific to compensation committee membership; and (ii) satisfy the requirements to qualify as a “non-employee director” under Rule 16b-3 promulgated pursuant to the Exchange Act. The members of the Talent and Compensation Committee shall be appointed by the Board of Directors and may be replaced by the Board. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.
Each member should possess the qualifications necessary to carry out the responsibilities of the Committee, including possessing the analytical abilities, reputation, ethical standards, communication skills and experience.
The Talent and Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other advisor and, in so doing, shall be directly responsible for the appointment, compensation and oversight of the advisor’s work. In engaging or requesting advice from any compensation consultant, legal counsel or other advisor (other than in-house legal counsel), the Talent and Compensation Committee shall consider all independence factors required to be considered by the listing standards of the New York Stock Exchange. The Company will provide appropriate funding, as determined by the Talent and Compensation Committee, for payment of reasonable compensation to any compensation consultant, legal counsel or other advisor retained by the Talent and Compensation Committee.
In addition, the Talent and Compensation Committee may request management to perform studies and furnish other information.
The Talent and Compensation Committee may delegate its authority to the Chair subject to such conditions as the Talent and Compensation Committee deems appropriate and in the best interests of the Corporation. In addition, the Talent and Compensation Committee may delegate administrative tasks to employees of the Corporation.
The Talent and Compensation Committee shall have the authority to make recommendations to the boards of directors of subsidiaries of the Corporation with respect to such of the above matters as the Committee deems appropriate.
Each year the Chair of the Talent and Compensation Committee shall establish a schedule of meetings. Additional meetings of the Talent and Compensation Committee may be called by the Chairman of the Board or by any member of the Committee upon notice given at least forty-eight hours prior to the meeting, or upon such shorter notice as shall be approved by the Committee. The Chair of the Committee shall be responsible for establishing the agendas for meetings of the Committee. A majority of the Committee members then serving on the Committee shall constitute a quorum. A majority of the members present shall decide any question brought before the Committee except to the extent otherwise required by the Corporation’s Articles of Incorporation. Minutes of all meetings of the Committee shall be prepared.
Approved February 9, 2023