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Board Committee Roles and Responsibilities - page 18 / 25

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Compensation Committee

The compensation committee is usually formed to determine the compensation and benefits of directors and executives.

Structure: The committee should be composed of all independent directors who rotate periodically.

Responsibilities: committees have a set of  responsibilities which they need to follow stricktly.

Proxy Statement Disclosure: The committee is directly responsible for ensuring that all aspects of executive compensation are fully and fairly disclosed in in the annual proxy statement.

Committee responsibilities:

1.

Evaluation of directors.

2.

Design and implementation of director compensation plans.

3.

Evaluation of senior executives.

4.

Design and implementation of executive compensation plans.

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