Governance Documents

Corporate Governance Guidelines

Corporate Governance Guidelines

C.H. ROBINSON WORLDWIDE, INC.
CORPORATE GOVERNANCE GUIDELINES
(As of February 12, 2014)

These Corporate Governance Guidelines have been adopted by the Board of Directors of C.H. Robinson Worldwide, Inc. to serve as a flexible framework within which the Board may conduct its business, and are subject to modification at the discretion of the Board. They supplement all applicable laws and existing corporate governance documents of the Company.

I. DIRECTOR INDEPENDENCE AND QUALIFICATIONS

  • Independence. A majority of the directors shall meet the criteria for independence required by NASDAQ listing standards for independence. All of the members of the Audit Committee, Compensation Committee and the Governance Committee shall be independent.

  • Qualifications. Directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of Robinson’s stockholders. The selection and nomination process shall be conducted by the Governance Committee, with input and recommendations from any director. The Governance Committee will consider appropriate criteria including: current or recent experience as a board member or as a chief executive officer or other executive position, expertise in a particular business discipline, and diversity of talent, experience, accomplishments and perspective. Nominees recommended by stockholders will be brought to the attention of the Governance Committee. The Governance Committee shall recommend nominees to the Board.

  • Change in Affiliation. Directors are expected to report to the Chair of the Governance Committee when they experience a significant change in their business or professional affiliation or responsibility, and shall, at such time, promptly offer his or her resignation as a director for consideration by the Board. The Governance Committee will determine whether the director continues to adequately meet the requirements for service on the Board of Directors, and will make a recommendation to the Board regarding such offer of resignation. An employee director shall promptly offer his or her resignation as a director for consideration by the Board upon termination of his or her active service as an employee of the Company.

  • Limit on the Number of Other Directorships. Directors are expected to devote sufficient time to fulfill their responsibilities effectively. Directors shall advise the Chair of the Governance Committee prior to the director accepting a position on the board of another publicly held company. Employee directors may only serve on two corporate boards besides Robinson’s.

  • Chairman of the Board and Chief Executive Officer. The Board of Directors believes that it is important to retain the flexibility to allocate the responsibilities of the offices of chairman of the board and chief executive officer in any manner that it determines to be in the best interests of Robinson.

II. DIRECTOR RESPONSIBILITIES

  • Preparation for and Attendance at Meetings. Directors are expected to prepare adequately for and regularly attend meetings of the Board of Directors and Board Committees on which they serve. Personal attendance at Board and Committee meetings is expected unless the meeting is scheduled to be held telephonically.

  • Special Meetings. Recognizing that situations arise requiring prompt Board action, directors shall make themselves available for special meetings and shall promptly return documents requiring their signature. Directors shall receive prompt notification of such special meetings.

  • Disclosure of Potential Conflicts of Interest. Directors must disclose to the rest of the members of the Board of Directors any potential conflict of interest they may have with respect to a matter under discussion and, if appropriate, refrain from such discussions and from voting on a matter on which they may have a conflict.

  • Board Review. The Board of Directors shall review and, where appropriate, approve fundamental operating, financial, risk management and other corporate strategies, as well as major plans and objectives and shall monitor the effectiveness of management policies and decisions, including the execution of strategies.

  • Code of Ethics. All directors are required to abide by the Company’s Code of Ethics.

  • Annual Meeting of Stockholders. Directors who are up for election at the Annual Meeting of Stockholders are expected to attend, and all other directors are encouraged to attend.

III. BOARD AND COMMITTEE MEETINGS

  • Meetings. The Board of Directors generally meets at least four times a year, on dates selected by the Board. Directors will be given as much advance notice of meeting dates as reasonably practicable.

  • Agenda. The COB, in consultation with the other Board members, shall set the agenda for regular meetings of the Board of Directors. Agendas for special meetings will be set by the director(s) calling the meeting. The Chair of each Committee shall set the agenda for the meetings of the applicable Committee. Directors and Committee members may suggest agenda items and may raise other matters at meetings.

  • Executive Sessions. The independent directors generally meet in regularly scheduled executive sessions immediately following regularly scheduled meetings of the Board and may hold such additional executive sessions as they determine necessary or appropriate. The Chair of the Governance Committee shall normally preside at these executive sessions. In addition, the Chair of the Governance Committee is responsible for: 1) coordinating and developing the agenda for these executive sessions, 2) unless otherwise designated by the independent directors, acting as liaison between the independent directors and management, and 3) handling responses to stockholder inquiries that are directed to the independent directors of the Board.

  • Stockholder Communications. Stockholders of the Company may send communications to the Board or any of the directors by sending such communications to the attention of the Secretary at the Company’s headquarters. The Secretary will compile such communications and submit them to the Board or the individual director on a periodic basis.

IV. BOARD COMMITTEES

  • Audit, Governance and Compensation Committees. The Board of Directors shall at all times have an Audit Committee, a Governance Committee and a Compensation Committee. All of the members of these Committees shall be independent. Each of these Committees shall operate in accordance with its charter, applicable law, and the applicable rules of the Securities and Exchange Commission and NASDAQ. Each of these Committees shall elect its Chair, taking into consideration the recommendation of the Governance Committee. Each Committee Chair term will be four years. For transition purposes, it is expected that (i) if the then-incumbent Chair would not be serving an additional four-year term, the Committee would endeavor to elect a successor Chair at least one year prior to the end of the incumbent Chair’s term, and (ii) upon a new Chair-elect taking the Chair, the past Chair would, subject to other Committee assignments, remain a Committee member for at least one year. A director may only serve as the Chair of one Board Committee at a time. Management is expected to give input to the Board on Committee assignments.

  • Other Committees. The Board of Directors may also establish such other committees as it deems appropriate and delegate to those committees any authority permitted by applicable law and Robinson’s By-laws as the Board of Directors sees fit, other than the responsibilities delegated to the Audit Committee, Governance Committee, and Compensation Committee in their charters or reserved to the full Board of Directors.

V. DIRECTOR ACCESS TO MANAGEMENT AND INDEPENDENT ADVISORS

  • Access to Management. Each Director shall have complete access to, and are encouraged to talk directly with, management. Management will make itself available to answer the Directors’ questions between meetings.

  • Independent Advisors. The Board of Directors and Board Committees may engage and consult with financial, legal, or other independent advisors at Robinson’s expense.

VI. DIRECTOR COMPENSATION AND EDUCATION

  • Role of the Governance Committee. Each year, in accordance with the terms of its Charter, the Governance Committee shall review the compensation paid to the members of the Board of Directors and give its recommendations to the Board of Directors regarding both the amount of director compensation that should be paid and the allocation of that compensation between equity-based awards and cash.

  • Employee Directors. Employee directors are not paid additional compensation for their services as directors.

  • Continuing Education. The Board of Directors encourages its members to participate in continuing education programs sponsored by universities, stock exchanges or other organizations or consultants specializing in director education. Directors may attend continuing education programs at Robinson’s expense.

VII. MANAGEMENT EVALUATION AND SUCCESSION

  • Evaluation of Chief Executive Officer and Other Management. The Compensation Committee shall annually report to the Board of Directors on its evaluation of the Chief Executive Officer’s performance. The Board of Directors shall review this report, including discussing it outside the presence of the management Directors. In addition, the Board of Directors, with the input of the Chief Executive Officer, shall conduct an annual assessment of the performance and development of other senior management.

  • Succession Planning. Succession planning for Robinson’s senior management positions is critical to Robinson’s long-term success. The Board of Directors shall annually review the Company’s succession plans. The Board shall also identify potential successors for the Chief Executive Officer position, although this does not mean that it must at all times have selected a particular individual as the designated successor chief executive officer. The Chief Executive Officer shall participate in this process by providing the Board with recommendations or evaluations of potential successors and identifying any development plans that the Chief Executive Officer recommends for such individuals. The Chief Executive Officer is expected to recommend to the Board of Directors on an ongoing basis one or more successors in the event of an unexpected inability of the Chief Executive Officer to continue to serve.

VIII. ANNUAL PERFORMANCE EVALUATION OF THE BOARD

  • Self-Evaluation by the Board of Directors. Each year, the Board of Directors will conduct a self-evaluation to determine whether it and its Committees are functioning effectively. The Governance Committee shall be responsible for seeking comments from all Directors and reporting its evaluation of Board and Committee performance to the Board of Directors on an annual basis. As part of the self-evaluation process, the Chair of the Governance Committee may have individual conversations with each director to discuss individual and group dynamics and performance. The full Board of Directors will discuss the evaluation report to determine what, if any, action could improve Board and Board Committee performance.

  • Evaluation of the Corporate Governance Guidelines. The Board of Directors recognizes that these Corporate Governance Guidelines must continue to evolve to meet the changing needs of Robinson and its stockholders and changing requirements. The Board of Directors, with the assistance of its Governance Committee, will periodically review these Corporate Governance Guidelines to determine whether any changes are appropriate.

IX. STOCK OWNERSHIP GUIDELINES

  • Stock Ownership. Directors and Officers are encouraged to make a substantial investment in Robinson stock, depending upon individual circumstances. Directors are required to own a minimum of five times their annual retainer in Company stock no later than five years after joining the Board of Directors.

Code of Ethics

The C.H. Robinson Code of Ethics requires every employee to comply with the highest standards of business conduct.

All employees of C.H. Robinson are required to behave ethically and adhere to the laws and rules governing our business. The C.H. Robinson Code of Ethics is designed to help employees understand what is expected of them, who to talk to if they have questions about the right course of action, and how to work through situations where the appropriate steps may not always be clear.

Audit Committee Charter

Audit Committee Charter

C.H. ROBINSON WORLDWIDE, INC.
Audit Committee Charter
(as amended August 7, 2013)

Organization

There shall be a committee of the Board of Directors to be known as the Audit Committee (the “Audit Committee”). The Audit Committee shall be composed of three or more directors as determined by the Board, each of whom shall be independent of the management of the Company, and shall meet the independence and experience requirements of the Securities and Exchange Commission (“SEC”) and The Nasdaq Stock Market, Inc. (“Nasdaq”) (as such requirements may be modified or supplemented from time to time). All members of the Audit Committee shall have an understanding of finance and accounting sufficient to be able to read and understand financial statements including the company’s income statement, balance sheet and cash flow statement. At least one member of the Audit Committee shall be an “audit committee financial expert” as defined by the SEC. The members of the Audit Committee shall be appointed and replaced by the Board on the recommendation of the Governance Committee.

The Audit Committee shall meet at least four times annually, or more frequently as circumstances dictate. The Audit Committee shall meet periodically with management, the manager of internal controls and the internal auditors, and the independent auditor in separate executive sessions to discuss any matters that the Audit Committee or each of these groups believe should be discussed privately. The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. A member of management, normally the Company’s Secretary, may be appointed by the Audit Committee to serve as non-voting Secretary to the Audit Committee.

Statement of Policy

The Audit Committee shall provide assistance to the Board of Directors in fulfilling their oversight responsibilities relating to corporate accounting, reporting practices of the Corporation and the quality and integrity of the financial reports of the Corporation. The Audit Committee, on behalf of the Board of Directors, will be responsible for the independent external audit of the Company’s financial reports. In so doing, it is the responsibility of the Audit Committee to establish procedures for the receipt, retention, response to and treatment of complaints, including confidential, anonymous submissions by the Company’s employees, regarding accounting, internal controls or auditing matters, and maintain free and open means of communication among the directors, the independent auditors, the internal auditors, and the financial management of the Company.

The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors as well as officers and employees of the Company. The Audit Committee has the authority to retain, at the Company’s expense, special legal, accounting or other consultants or experts it deems necessary in the performance of its duties. The Company shall at all times make adequate provisions for the payment of all fees and other compensation, approved by the Audit Committee, to the Company’s independent auditors in connection with the issuance of its audit report, or to any consultants or experts employed by the Audit Committee.

Responsibilities

1. Accounting and Reporting

  • Review the Company’s annual audited financial statements prior to filing or release.

  • As part of that review, discuss with management and the independent auditors and assess the following:

    • significant accounting and reporting issues, critical accounting estimates and underlying judgments

    • alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, the ramifications of the use of such alternative treatments and the treatment preferred by the auditors

    • nature and substance of significant accruals, reserves and other estimates

    • proposals by management to establish or change significant accounting policies and practices

    • significant risks or exposures and assess the steps management has taken to minimize such risk

    • appropriateness of management’s discussion and analysis of operations in SEC filings and consistency with financial statements

    • the impact of proposed FASB/SEC and any other accounting pronouncements for their potential impact on the Company

    • the income tax status of the Company

    • accounting and reporting management of the Company, including the depth and succession plan of the financial management team

    • internal controls of the Company

    • any auditor report to the Audit Committee required under the rules of the SEC (as may be modified or supplemented from time to time)

    • any other material written communications between the auditors and management

  • Based on such review, determine whether to recommend to the Board the annual audited financial statements be included in the Company’s Annual Report filed under the rules of the SEC.

  • Receive drafts of the Company’s quarterly reports on Form 10-Q and have the opportunity, before the Form 10-Q is filed with the SEC, to review with management and the independent auditors, the quarterly financial statements and the disclosure under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to be included in the Form 10-Qs.

  • Discuss with management the Company’s earnings press releases, including the use of “pro forma” or “adjusted” non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies. Such discussion may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made).

  • Review with management legal and regulatory matters that may have a material impact on the financial statements, related Company compliance policies, and programs and reports received from regulators.

  • Annually prepare a report to stockholders as required by the SEC to be included in the Company’s annual proxy statement.

2. Independent External Audit

  • Have the sole authority to appoint, terminate or replace the independent auditor (subject, if applicable, to shareholder ratification). The Audit Committee shall be directly responsible for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Audit Committee.

  • To select, retain, compensate, oversee and terminate, if necessary, any
  • other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit review or attest services for the Company.

  • Review and assess the independence and objectivity of independent auditors, including, on an annual basis, review and discuss with the independent auditors all significant relationships they have with the Company that could impair the auditors’ independence. Such review should include receipt and review of a written report from the independent auditors regarding their independence consistent with Rule 3526 of the Public Company Accounting Oversight Board (“Rule 3526”) (as may be modified or supplemented).

  • Review, understand and approve the scope of external audit, the overall audit approach and the key audit risk considerations.

  • Pre-approve all audit and permitted non-audit and tax services performed by the independent auditors. The Audit Committee may designate a member of the Audit Committee to represent the entire Audit Committee for purposes of approval of non-audit services, subject to review by the full Audit Committee at the next regularly scheduled meeting. The Company’s independent auditors may not be engaged to perform prohibited activities under the Sarbanes-Oxley Act of 2002 or the rules of the Public Company Accounting Oversight Board or the SEC.

  • Review with management and the independent auditors at the completion of the annual examination:

    • any significant changes required in the audit plan

    • any serious difficulties or disputes with management encountered during the course of the audit

    • any unrecorded audit adjustments

    • auditor observations about the corporate control environment and overall fairness of the annual financial statements

    • other matters related to the conduct of the audit which are to be communicated to the Audit Committee under generally accepted auditing standards

    • any issues on which the Company’s audit team consulted with the national office of the independent auditor

3. Internal Audit

  • Review the budget, scope and plans of the internal audit function.

  • Review the appointment, performance and replacement of the director of internal audit.

  • Coordinate the scope and objectives of the internal audit function with those of the external audit.

  • Review all findings of any completed internal audit projects.

  • Consider and review with management and the director of internal audit:

    • significant findings during the year and management’s responses thereto

    • any difficulties encountered in the course of their audits, including any restrictions on the scope of their work or access to required information

    • any changes required in the planned scope of their audit plan

4. Other

  • Review and approve all related-party transactions.

  • Review all significant information systems initiatives for their impact on the internal control environment and financial reporting accuracy.

  • Review of the risk management status of the Company on an annual basis.

  • Monitor the Company’s Code of Conduct practices and the Conflicts of Interest Program conducted by the Corporate General Counsel as part of the Foreign Corrupt Practices Act.

  • Report to the full Board of Directors on any financial matters requested and make recommendations as the Audit Committee deems appropriate.

  • Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval, and submit this Charter to the Board of Directors for approval and cause the Charter to be approved at least once every three years in accordance with the regulations of the SEC and Nasdaq.

  • Review the Audit Committee’s own performance

  • Perform such other functions as assigned by law, the Company’s Charter or Bylaws, or the Board of Directors.

Governance Committee Charter

Governance Committee Charter

C.H. ROBINSON WORLDWIDE, INC.
Governance Committee Charter
(reaffirmed on February 12, 2014)

Organization

There shall be a committee of the Board of Directors to be known as the Governance Committee (the “Committee”). The Committee shall consist of at least three members as determined by the Board, each of whom shall meet the independence requirements of The Nasdaq Stock Market, Inc. (“Nasdaq”)(as such requirements may be modified or supplemented from time to time). The members of the Committee shall be appointed and replaced by the Board.

There shall be a committee of the Board of Directors to be known as the Governance Committee (the “Committee”). The Committee shall consist of at least three members as determined by the Board, each of whom shall meet the independence requirements of The Nasdaq Stock Market, Inc. (“Nasdaq”)(as such requirements may be modified or supplemented from time to time). The members of the Committee shall be appointed and replaced by the Board.

Statement of Policy

The Committee is appointed by the Board (1) to assist the Board by identifying individuals qualified to become Board members, and to recommend to the Board the nominees for election as Directors; (2) to adopt and revise, from time to time, corporate governance guidelines applicable to the Company; (3) to recommend to the Board the nominees for each committee of the Board; and (4) serve in an advisory capacity to the Board on matters of organization, and the conduct of Board activities.

Authority and Responsibilities

The Committee shall have the authority and duty to:

  1. Review, at least annually, the structure and membership of the Board to assure that the proper skills and experience are represented on the Board. At least a majority of the members of the Board shall be independent directors meeting the requirements of Nasdaq.

  2. Periodically make recommendations to the Board with respect to the size and composition of the Board and recommend to the Board general criteria (such as, independence, experience relevant to the needs of the Company, leadership qualities, diversity and ability to represent the stockholders) for the selection of individuals to be considered as candidates for election to the Board.

  3. Seek out and evaluate candidates qualified to serve as Board members, and consider candidates submitted by stockholders of the Company in accordance with the notice provisions and other procedures set forth in the Corporate Governance Guidelines of the Company.

  4. Recommend to the Board:

    1. nominees to fill vacancies on the Board as they occur or are created;

    2. prior to each annual meeting of stockholders, a slate of nominees for election or reelection as Directors by the stockholders at the annual meeting;

    3. who meet the criteria for directors and the Corporate Governance Guidelines of the Company, and any other requirements established by the Committee.

  5. Review and make recommendations to the Board as to whether or not an individual Director or nominee for Director is independent, taking into account the requirements of Nasdaq and such other factors as the Committee may deem appropriate; provided, however, that current employees of the Company shall not be deemed independent.

  6. Review annually and recommend to the Board the membership of the committees of the Board, taking into account the independence and experience requirements of Nasdaq and such other factors as the Committee may deem appropriate, including, with respect to members of the Audit Committee and the Compensation Committee, the requirements of the Securities and Exchange Commission (as such requirements may be modified or supplemented from time to time).

  7. Formulate for Board approval, and periodically review and reassess, the Corporate Governance Guidelines of the Company, and recommend any proposed changes to the Board for approval as necessary.

  8. Develop, recommend to the Board, and oversee an annual performance evaluation process for the Board and each of its committees, and ensure that such performance evaluations are reviewed with the Board.

  9. Review periodically with the Company’s General Counsel, developments that may have a material impact on the Company’s corporate governance programs, including related compliance policies.

  10. Retain, and approve the fees and other retention terms of, any director search, legal and other advisors to the Committee, as it deems necessary for the fulfillment of its responsibilities.

  11. Periodically make recommendations to the Board with respect to the compensation of nonemployee Directors.

  12. Form and delegate authority to subcommittees of the Committee, except to the extent such delegation would be inconsistent with the requirements of the Securities and Exchange Commission or the listing rules of Nasdaq (as such requirements may be modified or supplemented from time to time).

  13. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall review annually its own performance.

  14. Oversee the Company’s government relations function.

  15. Monitor compliance with the Corporate Governance Guidelines of the Company.

  16. Recommend to the Board responses to any stockholder proposals received by the Board.

  17. Recommend to the Board whether to accept any Director resignations that may be submitted, in accordance with the terms of the Corporate Governance Guidelines or otherwise.

  18. Perform such other functions as provided by the Company’s charter, bylaws or Corporate Governance Guidelines, or as may from time to time be assigned by the Board of Directors.

Compensation Committee Charter

Compensation Committee Charter

C.H. ROBINSON WORLDWIDE, INC.
BOARD OF DIRECTORS
COMPENSATION COMMITTEE CHARTER
(reaffirmed August 7, 2013)

Organization

There shall be a committee of the Board of Directors to be known as the Compensation Committee (the “Committee”). The Committee shall consist of at least three members as determined by the Board, each of whom shall meet the independence requirements of The Nasdaq Stock Market, Inc. (“Nasdaq”), and any other applicable laws or regulations, shall be a “non-employee director” as defined in Rule 16b-3(b)(3) under the Securities Exchange Act, and shall be an “outside director” as defined in regulations adopted under section 162(m) of the Internal Revenue Code (as such requirements may be modified or supplemented from time to time). The members of the Committee shall be appointed and replaced by the Board, upon recommendation of the Governance Committee.

The Committee shall meet at least two times annually or more frequently as circumstances dictate, and report to the Board and propose any necessary action to the Board following each Committee meeting. The Committee shall operate and function in accordance with the applicable provisions of the Company’s Governance Guidelines, as in effect from time to time.

Statement of Policy

The Committee is appointed by the Board to carry out the Board’s responsibilities relating to executive compensation practices and policies. The purpose of the Committee is to: (1) review and approve goals and objectives relevant to the compensation of the Chief Executive Officer (CEO) and the other executive officers; (2) evaluate the CEO’s performance in light of those goals and objectives; (3) review the performance or performance evaluations of the other executive officers of the Company; (4) determine and approve the compensation of the CEO and the other executive officers based on these evaluations and reviews; and (5) exercise oversight with respect to the Company’s compensation philosophy, incentive compensation plans, equity-based plans and other benefit plans covering executive officers and senior management.

Authority and Responsibilities

To carry out the Committee’s responsibilities, the Committee will have the authority and duty to:

  • Review and approve corporate, business unit and other performance goals and objectives relevant to the CEO and other executive officers.

  • Evaluate the performance of the CEO and review the performance evaluations of the other executive officers in light of the corporate, business unit and other performance goals and objectives.

  • Review and determine all elements of the compensation of the Company’s CEO and other executive officers, including salary, incentive compensation, and equity compensation, in light of applicable performance goals and objectives and performance evaluations. The CEO may not be present at any meeting during the Committee’s consideration or vote on his or her compensation; however, the CEO may be present at any meeting during the Committee’s consideration of non-CEO executive officer compensation, but may not vote on such compensation.

  • Review and approve all executive officers’ employment agreements, separation and severance agreements, change in control agreements and other compensatory contracts, arrangements, perquisites and payments.

  • Review and discuss with management the Compensation Discussion and Analysis and accompanying compensation-related disclosures, and review and approve the compensation committee report, all to be included in the Company’s annual proxy statement.

  • Review the Company’s policies and practices for compensating its employees, including its executive officers, as they relate to risk management practices, risk-taking incentives and identified major risk exposures to the Company, coordinating such reviews with the risk oversight activities of the Company’s Audit Committee and reporting the results of such reviews to the Board.

  • Recommend to the Board the adoption of any policies deemed necessary or advisable by the Committee in order to mitigate risks arising from compensation policies and practices.

  • Oversee the process by which the Company conducts advisory shareholder votes on executive compensation, reviewing the results and taking or recommending to the Board any appropriate actions in response.

  • Review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval. The Committee shall review annually its own performance.

  • Grant stock options, restricted stock and other awards under the Company’s equity incentive plans, and otherwise exercise the authority of the Board with respect to oversight and administration of the Company’s stock-based and other incentive compensation plans, including the authority to delegate some or all of the Committee’s authority under such plans to a sub-committee comprised of one or more members of the Board or officers of the Company to the extent permitted by applicable law and as the Committee may deem appropriate.

  • Determine whether the work of any compensation consultant involved in determining or recommending the amount or form of executive compensation has raised a conflict of interest that must be disclosed in the Company’s annual proxy statement.

  • Review the Company's compensation programs for management employees generally and make recommendations to the Board concerning the adoption or amendment of compensation plans, including equity-based plans.

  • Perform such other functions as assigned by law, the Company’s Charter or Bylaws, the Board of Directors or applicable listing standards

The Committee shall have the authority, in its sole discretion, to retain or obtain the advice of any compensation consultant, legal counsel or other advisor, and shall be directly responsible for the appointment, compensation and oversight of the work of any such consultant, counsel or other advisor retained by the Committee. The Company will provide appropriate funding, as determined by the Committee, for payment of compensation to any compensation consultant, legal counsel or other advisor retained by the Committee. Prior to selecting or receiving advice from a compensation consultant, legal counsel or other advisor to the Committee (other than in-house legal counsel or a consultant, legal counsel or other advisor whose role is limited to certain activities specified in Nasdaq listing standards), the Committee shall take into consideration such factors as could affect the independence of such consultant, counsel or advisor as are identified from time to time in the rules and regulations of the SEC and the listing standards of Nasdaq.