Purpose
The Human Resources Committee is a committee of the Advisory Board established under Article 6 of the Bylaws. The Committee’s purpose is to assist the Board and management in development and oversight of compensation and human resources strategies and policies.
Membership
- Only currently active Advisory Board members may serve on the Committee. The Board will appoint members of the Committee and the Chair of the Board will appoint all Committee Chairs each to serve for a three-year term. Appointment to the Committee requires a majority vote of the Board Members then in office.
- The President/CEO and the Chair of the Advisory Board may not serve as Committee Chair.
- The Board may fill vacancies on the Committee. The Board may remove a committee member from the Committee at any time, with or without cause.
Operations
- The Committee will meet with such frequency as it may determine, but no less than four times annually unless otherwise directed by President/CEO or Board Chair. The Chair of the Committee will preside over Committee meetings. A majority of Committee members will constitute a quorum. Committee approvals will require a vote of a majority of the Committee members present at a meeting at which a quorum is present.
- The Committee will report its activities to the Board on a regular basis and will keep minutes of its meetings.
- Unless the Committee otherwise directs, the President/CEO may attend all Committee meetings.
- The Committee may invite any non-Committee member to attend meetings or meet with Committee members upon written notification to the President/CEO and the Chair of the Advisory Board from the Committee Chair.
- Notwithstanding the responsibilities of other committees of the Board, the Human Resources Committee is responsible for assisting the Board in reviewing and following up on personnel issues and shall coordinate with other committees when necessary.
- The Committee will review this charter periodically and recommend any proposed changes to the Executive Board for review. The Board may amend this charter at any time.
Responsibilities
- Work with the President/CEO to establish general compensation policies for the Company that (i) support the Company’s overall business strategies and objectives, (ii) enhance the Company’s efforts to attract and retain skilled executives, staff, interns, and volunteers (iii) link compensation with business objectives and organizational performance, and (iv) provide competitive compensation opportunities for the Company’s key executives.
- Review and approve corporate goals and objectives relevant to the compensation of the CEO, evaluate the CEO’s performance and time allocation in light of those goals and objectives, and, either as a committee or together with other independent directors, as directed by the Board, determine and approve the CEO’s compensation level based on this evaluation.
- Review and approve recommendations with respect to the compensation of all paid employees and contractors and all incentive compensation plans and equity-based plans.
- Review any employment agreements and any severance arrangements or plans and make recommendations.
- Research and make recommendations to the Board as to the compensation of the nonemployee directors for service on the Board and its committees, and for service as chairpersons or as Chairman of the Board or Lead Director; act on behalf of the Board in administering incentive compensation, equity-based and benefit plans when Board action is required under the terms of any such plans; provided that the Committee shall not serve or otherwise act as a fiduciary for any such plans.
- Bi-annually review the compensation structure and policies applicable to employees to confirm that such policies and practices are not reasonably likely to have a material adverse effect on the Company.
- Review and oversee the policies and procedures of the Company regarding harassment in the workplace and sexual misconduct matters, including reporting systems and treatment of received complaints, and monitor compliance with such policies and applicable law.
- Provide perspectives to management regarding the Company’s talent management programs and processes, which may include performance management, succession planning, leadership development, diversity, recruiting, retention, and employee training.
- Perform any other activities consistent with this Charter, the Company’s Articles of Incorporation and the Company’s Bylaws as the Board or this Committee may deem necessary, advisable, or appropriate for the Committee to perform.
Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities provide that the Committee seeks the funding or technical support needed. The Committee has authority to select, retain, terminate, oversee, and approve the fees and other retention terms of any consulting firm or any of its affiliates to assist in the evaluation of director, CEO or senior executive compensation or for any other services (“Executive Compensation Consultant”), special or independent legal counsel, or other experts and advisors, and training as it deems necessary or appropriate as long as such decision do not violate the Company’s by-laws, policies and procedures, standards, and values. The Committee shall not be required to implement or act consistently with the advice or recommendations of any Executive Compensation Consultant, special or independent legal counsel or other experts or advisors, and the authority granted in this Charter shall not affect the ability or the obligation of the Committee to exercise its own judgment in fulfillment of its duties under this Charter. Any communications between the Committee and its special or independent legal counsel will be privileged communications. The Committee shall have the authority to form more subcommittees as the Committee may deem appropriate in its sole discretion. Amendments to this Charter shall not be amended except upon the approval of a majority of the Company’s Board members or as otherwise required by law or regulation.
Proposed May 2, 2024, Adopted