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Compensation Committee Composition and Mandates

The Compensation Committee determines overall human resources and compensation policies and processes. They are also responsible for establishing the terms and conditions of service of (including the remuneration) for the President and other executives, and make recommendations to the Board concerning the grant of options to officers.

Members: John Brussa (Chair), Jim Saunders and Lloyd Swift

Role and Objective

The Compensation Committee (the "Committee") is a committee of the Board of Directors (the "Board") of RMP Energy Inc. ("RMP") to which the Board has delegated responsibility for reviewing and, as appropriate, approving:

  • Overall human resource policies, trends and/or organizational issues including in respect of recruitment, performance management, compensation, benefit programs, resignations/terminations, training and development, succession planning and organizational planning and design.
  • Compensation, including cash compensation consisting of salary and bonuses, and other compensation (other than shares or rights to shares except in the manner and on the terms authorized by the Directors of RMP) awarded for all RMP staff including the officers of RMP but excluding the Executive Chairman and the President and Chief Executive Officer (the "CEO").
  • In consultation with the Board, undertake an annual performance review with the Executive Chairman and the CEO, and review such officers' appraisal of the performance of the other officers of RMP.  The Committee shall review and provide recommendations to the Board of Directors on the compensation of the Executive Chairman and the CEO.
  • Employment contracts or other major agreements for RMP's employees.
  • Report to shareholders annually in the Report of the Compensation Committee.
  • Undertake annually a review of this mandate and make recommendations to the Board or the committee of the Board, if any, responsible for corporate governance matters as to proposed changes.

Composition

  • This Committee shall be composed of at least three individuals appointed by the Board from amongst its members, at least a majority of whom shall be independent within the meaning of applicable securities legislation.
  • All Committee members should be free from any direct or indirect material relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of any such member's independent judgment.
  • Members should have or obtain sufficient knowledge of RMP's human resource policies and procedures including, but not limited to, compensation and benefit plans and pension plans to assist in providing advice and counsel on compensation and human resource issues.

Meetings

  • The Committee shall meet at least once per year and/or as deemed appropriate by the Committee Chair.
  • A quorum shall be a majority of the members of the Committee.
  • The Corporate Secretary or another individual acceptable to the Committee shall act as Secretary to the Committee.
  • Effective agendas, with input from management, shall be circulated to Committee members and relevant management personnel along with background information on a timely basis prior to the Committee meetings.
  • Minutes of each meeting shall be prepared by the Secretary to the Committee.
  • The Executive Chairman and the CEO shall be available to attend at all meetings of the Committee upon invitation by the Committee.
  • Other members of senior management as well as individuals representing human resources and such other staff as are appropriate to provide information to the Committee shall be available to attend meetings upon invitation by the Committee.

Reporting / Authority

  • Following each meeting, in addition to a verbal report, the Committee will report to the Board by way of providing copies of the minutes of such Committee meeting at the next Board meeting after a meeting is held (these may still be in draft form).
  • Supporting schedules and information reviewed by the Committee shall be available for examination by any Director.
  • The Committee shall have the authority to investigate any human resource activity of RMP and may request any employee to cooperate.
  • The Committee may retain, and set and pay the compensation for, persons having special expertise and/or obtain independent professional advice to assist in fulfilling its duties and responsibilities at the expense of RMP.