This excerpt taken from the AKS DEF 14A filed Apr 16, 2007.
COMPENSATION COMMITTEE CHARTER
This Charter is intended as a component of the flexible governance framework within which the Board of Directors (the Board) of the Corporation, assisted by its committees, directs the affairs of the Corporation. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Corporations Certificate of Incorporation and By Laws, it is not intended to establish by its own force any legally binding obligations.
The Compensation Committee (the Committee) shall assist the Board in overseeing the Corporations management compensation policies and practices, including (i) determining and approving the compensation of the Corporations Chief Executive Officer (CEO); (ii) reviewing and approving compensation levels for the Corporations other executive officers; (iii) reviewing and approving management incentive compensation policies and programs; (iv) reviewing and approving equity compensation programs for employees, and exercising discretion in the administration of such programs; and (v) reviewing and approving the annual Compensation Discussion and Analysis (CD&A) and producing for inclusion in the proxy statement a Compensation Committee Report that states whether the Committee has recommended that the CD&A be included in the Corporations annual report on Form 10-K and in its proxy statement.
In discharging its role, the Committee is empowered to inquire into any matter that it considers appropriate to carry out its responsibilities, with access to all books, records, facilities and personnel of the Corporation. The Committee has the power to retain outside counsel, compensation consultants or other advisors to assist it in carrying out its activities. The Corporation shall provide adequate resources to support the Committees activities, including compensation of the Committees counsel, consultants and other advisors. The Committee shall have the sole authority to retain, compensate, direct, oversee and terminate counsel, compensation consultants, and other advisors hired to assist the Committee, who shall be accountable ultimately to the Committee.
The Committee shall consist of three or more members of the Board, each of whom the Board has selected and determined to be (i) independent in accordance with applicable rules of the New York Stock Exchange, (ii) a non-employee director for purposes of Section 16 of the Securities Exchange Act of 1934, and (iii) an outside director for purposes of Section 162(m) of the Internal Revenue Code. Members shall continue to be members until their successors are elected and qualified or until their earlier resignation or removal. Any member may be removed by the Board, with or without cause, at any time. The Chair of the Committee shall be recommended by the Nominating and Governance Committee and approved by the Board. He or she shall serve at the pleasure of the Board to convene and chair meetings of the Committee, set agendas for meetings, and determine the Committees information needs. In the absence of the Chair at a duly convened meeting, the Committee shall select a temporary substitute from among its members.
The Committee shall meet on a regularly-scheduled basis at least four times per year, or more frequently as circumstances dictate. The Committee shall establish its own schedule and rules of procedure. Members may participate telephonically in meetings of the Committee. A majority of the members of the Committee shall constitute a quorum sufficient for the taking of any action by the Committee. The Committee shall meet at least annually with the CEO, and any other corporate officers the Board and Committee deem appropriate, to discuss and review the performance criteria and compensation levels of key executives.
The following responsibilities are set forth as a guide for fulfilling the Committees purpose, with the understanding that the Committees activities may diverge as appropriate given the circumstances. The Committee is authorized to carry out these activities and other actions reasonably related to the Committees purposes or assigned by the Board from time to time. The Committee may form, and delegate any of its responsibilities to, a subcommittee so long as such subcommittee is solely comprised of one or more members of the Committee.
To fulfill its purposes, the Committee shall:
As adopted by the Board of Directors on March 4, 2004.
Reviewed and Amended by the Board of Directors on January 18, 2007.