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2015 SMPC Integrated Annual Report
Compensation and Remuneration Committee Charter
(As amended by the Compensation and Remuneration Committee on Sept 8, 2011and approved by the Board of Directors on Nov 9, 2011)
The Board of Directors of Semirara Mining and Power Corporation has established a Compensation and Remuneration Committee to assist the Board in fulfilling its responsibilities relating to compensation and remuneration plans, policies and programs of the Company’s Directors, officers and key employees.
The Committee shall ensure compliance with the applicable executive compensation reporting requirements of the Securities and Exchange Commission and regulatory bodies.
The Compensation and Remuneration Committee shall consist of a minimum of three (3) Members, one of whom should be an independent Director. Majority of the Committee Members shall be Non-Executive Directors.
The Committee Members and Chairperson shall be appointed by the Board upon the recommendation of the Nomination and Election Committee.
The Committee Member’s term shall be for one year. Committee Members may be replaced at any time by a majority of the Board in office.
All Committee Members must be Directors of the Board. A Member’s cessation as a Board Director means his automatic termination as a Committee Member.
Committee Members shall be entitled to committee membership per diems.
The Committee is delegated the authority to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities.
The Committee may form and delegate authority to subcommittees when appropriate.
The Committee has the authority to retain, at the Company’s expense, and terminate persons having special competencies (including, without limitation, legal, accounting or other consultants and experts) to assist or advise the Committee in fulfilling its responsibilities.
The Committee shall meet at least once a year. Any Committee Member may call additional Committee meetings when necessary or appropriate.
A written agenda shall be provided at least five (5) days before each meeting to the Committee Members and any other person/s invited by the Committee.
A majority of the Committee Members shall constitute a quorum, and the act of a majority of those present at any Committee meeting at which there is a quorum shall be the act of the Committee.
A resolution in writing signed or approved by letter, or facsimile by a majority of Committee Members shall be as effective for all purposes as a resolution passed at a meeting of the Committee duly convened, held and constituted.
The Committee may request any Company officer or employee, or any other individual to attend a Committee meeting or to meet with any Committee Member or consultant to the Committee as considered appropriate. The Committee may meet with outside counsel or professional advisers without Management being present.
The Company’s Corporate Secretary or any other person nominated by the Committee shall be the Secretary of the Committee in its meetings.
The Committee shall provide copies of the minutes of each meeting to the Chairman and Vice Chairman of the Board.
Minutes, agenda and supporting papers will be made available to any Director upon request to the Committee Chairperson, providing no conflict of interest exists.
The Committee Chairperson shall report to the Board, following each meeting, the Committee’s recommendations on matters set out in this Charter.
Duties and Responsibilities
The Committee’s duties and responsibilities shall be as follows:
1. Executive Remuneration
1.1 Establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages and terms of employment of the Company’s Chief Executive Officer (CEO), Chief Operating Officer (COO), executive Directors, officers and key employees who are receiving compensation from the Company;
1.2 Provide oversight over remuneration of executive Directors, officers and key employees, ensuring that compensation is consistent with the Company’s culture, strategy and control environment;
1.3 Review and recommend the amount of remuneration, which shall be in a sufficient level to attract and retain officers who are needed to run the Company successfully. The compensation level of senior management officers may include (a) the annual base salary level, (b) the annual incentive opportunity level, (c) the long-term incentive opportunity level, (d) employment agreements, severance arrangements, and change in control agreements/provisions, in each case as, when and if appropriate, and (e) any special or supplemental benefits;
1.4 Review periodically the Company’s overall management evaluation and compensation policies, including, those applicable to the executive officers, to ensure that management is rewarded appropriately for their contributions to the Company’s growth and profitability and that such compensation policies are aligned with the Company’s objectives and Shareholder interests;
1.5 Review, and make recommendations as necessary to the Board on the Company’s compensation and other benefit plans, including incentive compensation, share option plan, retirement and severance arrangements for executive Directors, officers and key employees.
2. Director Remuneration
2.1 Review and recommend to the Board a framework of remuneration and benefits for the Directors;
2.2 Where necessary, recommend that the Board seek an increase in the amount of remuneration for Directors subject to Shareholder approval requirement. The level of Director remuneration is to be set so as to attract the best candidates for the Board while maintaining a level commensurate with Boards of similar size and type.
3. CEO and COO Evaluation
3.1 Review and approve goals and objectives relevant to the compensation of the CEO and COO, including criteria on performance of the business, accomplishment of long-term strategic objectives, the handling of extraordinary events and development of management. The criteria should ensure that the CEO’s and COO’s interests are aligned with the long-term interests of the Shareholders;
3.2 Conduct annual reviews of the CEO’s and COO’s performance in light of the abovementioned goals and objectives, and report the results thereof to the Board;
3.3 Recommend to the Board the compensation levels of the CEO and COO (including each of the individual elements thereof) based on the abovementioned evaluation.
4.1 Develop and implement a form on Full Business Interest Disclosure as part of the pre-employment requirements for all incoming Company officers and Directors, which among others, compels all officers and Directors to declare under the penalty of perjury all their existing business interests or shareholdings that may directly or indirectly conflict in their performance of duties once hired;
4.2 Provide in the Company’s annual reports, information and proxy statements a clear, concise and understandable disclosure of compensation of its executive officers for the previous fiscal year and the ensuing year. It shall ensure that the Corporation’s annual report, information and proxy statements shall include a clear, concise and understandable disclosure of all plan and non-plan compensation awarded to, earned by, paid to, or estimated to be paid to, directly or indirectly, to all individuals serving as the Chief Executive Officer (CEO) or acting in a similar capacity during the last completed fiscal year, regardless of the compensation level and the Corporation’s four (4) most highly compensated executive officers other than the CEO who were serving as executive officers at the end of the last complete year.
5.1 Review the existing Human Resources Development or Personnel Handbook of the Company, to strengthen provisions on conflict of interest, salaries and benefits policies, promotion and career advancement directives and compliance of personnel concerned with all statutory requirements that must be periodically met in their respective posts; in the absence of such Personnel Handbook, cause the development of such, covering the same parameters of governance stated above.
The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
The Committee shall annually conduct a self-assessment and review its own performance.