MANAGEMENT RESOURCES AND COMPENSATION COMMITTEE CHARTER
Having regard to the key role that the executive compensation approach plays in terms of the Corporation’s culture and fundamental values, the Management Resources & Compensation Committee (the “MRC Committee” or the “Committee”) is appointed by the Board of Directors of the Corporation (the “Board”) and is responsible for assisting in fulfilling the Board’s oversight responsibilities in relation to, among other matters:
The MRC Committee shall report to the Board of Directors of the Corporation on a regular basis and, in any event, before the public disclosure by the Corporation, in its management information circular, or as required by continuous disclosure legislation, of directors’ and officers’ remuneration.
The members of the MRC Committee shall be three or more members of the Board of Directors who are appointed in each year (and may be replaced) by the Board of Directors of the Corporation on the recommendation of the Corporation’s Governance Committee. Each of the members of the MRC Committee shall satisfy the director independence standards adopted by the Board from time to time.
The MRC Committee shall:
The MRC Committee shall meet as frequently as circumstances require, but not less than four times annually. Any member of the MRC Committee may call a meeting. All members of the MRC Committee should strive to be at all meetings. The quorum requirement for any meeting of the MRC Committee is a majority of the members. The MRC Committee shall meet separately, periodically, with management and may request any officer or employee of the RF Capital Group or the RF Capital Group’s legal counsel to attend meetings of the Committee or with any members of, or advisors to, the Committee. The CEO may be present at meetings of the Committee to determine executive compensation other than his own.
The MRC Committee may form and delegate authority to individual members and subcommittees where the Committee determines it is appropriate to do so.
The MRC Committee will report regularly to the Board on all significant matters it has addressed and with respect to such other matters as are within its responsibilities.
In discharging its mandate, the MRC Committee shall have the authority to retain (and authorize the payment by the Corporation of) and receive advice from special legal or other advisors as the Committee determines to be necessary to permit it to carry out its duties. The Committee shall have the sole authority to appoint and, if appropriate, terminate any compensation consultant to be used to assist in the evaluation of executive compensation and to approve the consultant’s fees and other retention terms.
At least annually, the MRC Committee shall, in a manner it determines to be appropriate:
WAIVERS OF THIS CHARTER
The Board may, in its absolute discretion, grant waivers of any of the provisions and requirements of this Charter.