This excerpt taken from the EW DEF 14A filed Apr 4, 2006.
The Committee's job is to discharge the Board's responsibilities relating to compensating executive officers and directors, nominating qualified individuals to serve as directors, maintaining guidelines to assist the Board in governing the Corporation, and overseeing the evaluation of the Board and management. These four recurring responsibilities are more fully described below. The Committee may delegate its responsibilities as it deems appropriate.
The Committee may engage consultants and other advisors to assist in fulfilling its duties. The Committee will have sole authority to retain and terminate any compensation consultant and any search firm used to identify director candidates, including sole authority to approve the applicable consultant's or search firm's fees and other retention terms.