Compensation Committee Director

One Click Compensation Director Inclusive Board Vacancy Description

Compensation Committee Director

ROLE REQUIREMENTS

The Compensation Committee has been constituted by the Board of Directors to discharge the Board’s responsibilities relating to compensation of the Corporation’s elected officers (“Officers”) and the Corporation’s incentive compensation plans and equity-based plans in which Officers participate. Composition and Qualifications The Committee will consist of at least three members of the Board, one of whom will be designated the chair, and each of whom must meet the independence requirements of the New York Stock Exchange (“NYSE”), and, if deemed appropriate, meet the definition of "non-employee director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 and "outside director" for purposes of Section 162(m) of the Internal Revenue Code. Committee members will be appointed by and may be replaced by the Board in its discretion. The Committee will meet as often as necessary or desirable to carry out its responsibilities. The Committee may form and delegate authority to subcommittees when appropriate.

1. As a member of the Board, you would oversee the CEO and other senior management in the competent and ethical operation of the Corporation on a day-to-day basis and ensure that the long-term interests of shareholders are being served.

2. To satisfy the Board’s duties, you will be expected to take a proactive, focused approach to their positions to ensure that the corporation is committed to business success through the maintenance of high standards of responsibility and ethics.

3. For all directors, the corporation requires an independent mindset, integrity, personal and professional ethics, business judgment, and the ability and willingness to commit sufficient time to the Board.

4. The Board considers many factors in evaluating the suitability of individual director candidates, including their general understanding of global business, sales and marketing, finance, and other disciplines relevant to the success of a large, publicly traded company; understanding of business and technology; educational and professional background; personal accomplishment; and national, gender, age, and ethnic diversity.

5. In all cases, a record of significant accomplishment in a relevant arena is a must.

6. The Board is committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which new candidates are selected.

7. Experience driving business success in markets around the world, with an understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks, and a broad perspective on global market opportunities.

8. Extended leadership experience for a significant enterprise, resulting in a practical understanding of organizations, processes, strategic planning, and risk management. Demonstrated strengths in developing talent, planning succession, and driving change and long-term growth.

9. Prior M&A experience is desired - A history of leading growth through acquisitions and other business combinations, with the ability to assess “build or buy” decisions, analyze the fit of a target with a company’s strategy and culture, accurately value transactions, and evaluate operational integration plans.

10. A significant background working in the area of Executive Compensation, resulting in knowledge of how to anticipate people trends, generate differentiated pay for performance compensation philosophy and execution. Knowledge of linking Executive Compensation to Sustainability Metrics is a desired skill.

KEY RESPONSIBILITIES:

The Compensation Committee Director will be responsible for:

1. Review and approve the Corporation's overall executive compensation philosophy.

2. Review and approve annual base salaries, incentive compensation, equity awards and other compensation of all Officers, and annually review the salary plan for any other executives who are direct reports to the CEO.

3. Review and approve any proposed employment agreement, severance arrangement or change in control provisions applicable to any Officer. Review and approve any special or supplemental compensation and benefits, including perquisites and separation payments, proposed to be made available to any Officer.

4. Oversee the evaluation process for the Corporation’s management. Evaluate the performance of the Corporation’s senior executives.

5. Annually review and approve corporate goals and objectives relevant to the compensation of the CEO. Evaluate the Corporation’s performance and the CEO’s performance in light of those goals and objectives, and, either as a committee or together with other independent directors (as determined by the Board), determine and approve the CEO’s compensation based on this evaluation. In determining the 2 long-term incentive component of CEO compensation, the Committee may consider a number of factors, including, but not limited to, the Corporation’s performance and relative share owner return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the CEO in past years.

6. Make recommendations to the Board with respect to the Corporation's incentive compensation and equity-based plans and programs that are subject to Board approval.

7. Administer and interpret the Corporation’s incentive, deferred compensation, and long-term incentives plans in which Officers participate pursuant to the terms of the respective plans. Approve all awards to employees under the Corporation’s long term incentives plan directly or through delegation to the CEO under such conditions as may be established by the Committee in accordance with applicable laws and regulations.

8. Have the sole authority to retain, terminate and obtain the advice of any compensation consultant, legal counsel or other adviser to assist it in the performance of its duties, but only after taking into consideration all factors relevant to the adviser’s independence from management, including those specified in Section 303A.05(c) of the NYSE Listed Company Manual. Have direct responsibility for the appointment, compensation and oversight of the work of any adviser retained by the Committee, and sole authority to approve the adviser’s fees and the other terms and conditions of the adviser’s retention. The Corporation must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any adviser retained by the Committee.

9. Review and assess whether the work of any compensation consultant retained by the Committee raises any conflict of interest and, if so, the nature of the conflict and how it is being addressed.

10.Review and recommend to the Board stock ownership guidelines for Officers and, at least annually, review compliance therewith.

11.Review and discuss the Compensation Discussion and Analysis (“CD&A”) required to be included in the Corporation’s proxy statement and annual report on Form 10-K by the rules and regulations of the Securities and Exchange Commission (“SEC”) with management, and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A be so included.

12.Prepare the compensation committee report for inclusion in the Corporation’s proxy statement as required by the rules and regulations of the SEC.

13.Review and assess whether the Corporation’s compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Corporation.

14.Oversee the Corporation's compliance with SEC rules and regulations regarding share owner approval of certain executive compensation matters, including advisory votes on executive compensation and the
frequency of such votes, and the requirement under the NYSE that, with limited exceptions, share owners approve equity compensation plans.

15.Make regular reports to the Board.

16.Review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board of Directors for approval. Annually review its own performance.