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PBI » Topics » Committee Duties and Responsibilities

This excerpt taken from the PBI DEF 14A filed Mar 23, 2006.

Committee Duties and Responsibilities

The following are the duties and responsibilities of the Committee:

1.      In consultation with senior management, the Committee shall establish the Company’s executive compensation philosophy, and oversee the development and implementation of compensation programs that (a) support the Company’s overall strategy and objectives; (b) attract and retain key executives; and (c) link total compensation to financial performance and attainment of strategic objectives.
 
2.      Review and approve corporate goals and objectives relevant to the compensation of the CEO, COO, and other members of senior management, and annually evaluate such individuals’ performance in light of those goals and objectives. The Committee shall evaluate the compensation levels and payouts against, among other factors, (1) pre-established measurable performance goals and objectives and (2) an appropriate comparative group. In determining the long-term incentive component of CEO compensation or COO compensation, the Committee shall consider, among other factors, the Company’s performance and relative shareholder return, and the awards given to the executive in past years.
 
3.      On an annual basis, review the performance and development of the CEO at a joint meeting with the Governance Committee, at which the chair of the Governance Committee presides, in preparation for a full Board review of such matters.
 
4.      Review all elements of CEO and COO compensation annually at a meeting in executive session, and, together with the other independent Directors of the full Board, determine and approve such executives’ compensation based on this review.
 
5.      Review the competitive position of, and approve and recommend changes to, the plans, systems, and practices of the Company relating to total compensation programs applicable to the senior management of the Company.
 
6.      In consultation with management, oversee regulatory compliance with respect to compensation matters, including overseeing the Company’s policies on structuring compensation programs to preserve tax deductibility and, as and when required, establishing performance goals and certifying that performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code.
 
7.      Review and approve any executive severance arrangements for Executive Officers of the Company.
 
8.      Review and approve stock ownership guidelines for senior management.
 
9.      Prepare and issue the evaluations and reports required under “Committee Reports” below.
 
10.      Make recommendations to the board regarding material changes to equity-based plans, and review and
 

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  approve allocations of shares of Company common stock in connection with stock option grants under the Company’s stock plan and Employee Stock Purchase Plan.
 
11.      Any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the Company’s compensation programs.
 

"Committee Duties and Responsibilities" elsewhere:

ARC DOCUMENT SOLUTIONS, INC. (ARP)
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