Community Bancorp. Compensation Committee Charter
Statement of Policy
The purpose of the Compensation Committee is 1) to assist the Board of Directors in discharging its responsibilities relating to compensation of the Company’s executives, and 2) to discuss with management the executive compensation disclosures contained in the Company’s annual meeting proxy statement and to issue a report thereon for inclusion in the proxy statement.
The Board believes it is desirable for Directors who are independent to serve on the Committee, with the goal of having at least a majority of the Committee members who are independent directors. For purposes of the Compensation Committee membership, an independent director shall be determined under standards approved by the Board, upon recommendation of the Compensation Committee.
Scope of Powers and Functions
The Compensation Committee shall have such powers and functions as may be assigned to it by the Board of Directors from time to time; however, such functions shall, at a minimum, include the following:
- To review and approve goals and objectives relevant to Chief Executive Officer (“CEO”) compensation, and evaluate the CEO’s performance in light of those goals and objectives, and to make a recommendation to the Board for the CEO’s compensation level based on this evaluation. (At the Board level, any action on such recommendation shall be by independent directors only.)
- To recommend any incentive component of CEO compensation. The Committee should consider the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Company’s CEO in past years.
- To receive and review reports from the CEO as to corporate goals and objectives relevant to the other executive officers’ compensation and their performance in light of those goals and objectives; to review the CEO’s recommendations for executive officer compensation levels, and to make a recommendation to the board in regard thereto.
- To make recommendations to the Board with respect to incentive compensation plans and equity-based plans [if any].
- To evaluate its own performance periodically and report on such performance to the Board and the Corporate Governance/Nominating Committee.
- To review and discuss with management the executive compensation disclosures contained in the Company’s annual meeting proxy statement under the caption “Compensation Discussion and Analysis” and to issue a report of the Committee with respect to such review.
The Compensation Committee also has the authority to retain and terminate any compensation consultant or consulting firm to assist in the evaluation of CEO or senior executive compensation, including sole authority to approve the consultant’s fees and other retention terms. The Compensation Committee may also, at its discretion, engage outside legal counsel or other advisers as it deems necessary to carry out its functions.
The Compensation Committee shall meet twice per year and shall hold any additional meetings as may be called by the Chairman of the Compensation Committee or management. Members of senior management or others may attend meetings of the Compensation Committee at the invitation of the Compensation Committee and shall provide pertinent information as necessary, but shall not be entitled to vote on any matter acted upon by the Committee.
The Chairman of the Compensation Committee shall set the agenda of each meeting and arrange for the distribution of the agenda, together with supporting material, to the Compensation Committee members prior to each meeting.
The Chairman will also cause minutes of each meeting to be prepared and circulated to the Committee Members. The Compensation Committee may meet via telephone conference calls. A majority of the members of the Compensation Committee shall constitute a quorum for all purposes.