Compensation & Nominating Committee Charter
Purpose
The Compensation and Nominating Committee is appointed by the Board of Directors of SmartPros Ltd. (the "Company") to:
- Select, or recommend to the Board, director nominees for the next annual meeting of shareholders; and
- Determine, or recommend to the Board for determination, the compensation of the Chief Executive Officer and senior managers.
Committee Membership
The Committee will be composed of three directors who satisfy the definition of "independent" under the listing standards of the American Stock Exchange (AMEX). The Committee members will be appointed by the Board and may be removed by the Board in its discretion. The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate, provided the subcommittees are composed entirely of independent directors.
Meetings
The Committee shall meet as often as its members deem necessary to perform the Committee's responsibilities.
Committee Authority and Responsibilities
The Committee, to the extent it deems necessary or appropriate, will:
- Identify individuals qualified to become members of the Board.
- Select , or recommend to the Board, director nominees to be presented for shareholder approval at the annual meeting.
- Select, or recommend to the Board, director nominees to fill vacancies on the Board as necessary.
- Review the individual goals and objectives, and evaluate the performance of the Chief Executive Officer, and set the Chief Executive Officer's compensation based on this evaluation.
At the Company's expense, the Committee will have the authority, to the extent it deems necessary or appropriate, to retain a firm to be used to identify director candidates and/or to assist in determining the compensation of the Chief Executive Officer and/or senior managers. The Committee shall have sole authority to retain and terminate any such firm, including sole authority to approve the firm's fees and other retention terms. The Committee shall also have authority, to the extent it deems necessary or appropriate, to retain other advisors. The Committee will review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval. The Committee will annually evaluate the Committee's own performance.
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