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COMPENSATION COMMITTEE |
POOL CORPORATION
COMPENSATION COMMITTEE CHARTER
(revised through October 26, 2021)
Purpose
The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) is to carry out the responsibilities delegated by the Board to review and approve or make recommendations to the Board, as set forth in this Charter, regarding compensation and benefits of executive officers, directors and employees of the Company.
Composition
The Committee shall be composed of not less than three (3) independent directors. Each member shall qualify as an “outside director” for purposes of Section 162(m) of the Internal Revenue Code, as amended, and as a “non-employee director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”), shall be independent of management, and shall not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any subsidiary thereof, consistent with applicable rules and regulations of NASDAQ for directors generally and for compensation committee members specifically. The Members of the Committee shall be elected annually by the Board, or as necessary to fill vacancies in the interim. The Chairman of the Committee is elected by the Board or by the majority vote of the Committee members, upon the recommendation of the Nominating and Corporate Governance Committee. In determining whether a director is eligible to serve on the Committee, the Board shall consider all factors relevant to whether the director has a relationship to the company which is material to that director's ability to be independent from management in connection with the duties of a Committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Company to such director, or by any person or entity that would impair the director’s ability to make independent judgments about the Company’s executive compensation, and (ii) whether the director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company. The members of the Committee shall serve one-year terms or until earlier resignation or death. The Board may remove any member from the Committee at any time with or without cause.
Specific Duties and Responsibilities
The general responsibilities of the Committee are oversight of executive compensation and benefits for the President, and the Executive Officers and other key employees, communications with the full Board, and communications with shareholders through the proxy statement. The Committee, in consultation with management, shall oversee compliance with regulations governing executive compensation. The Committee shall review annually the Company’s compensation program for its employees in order to oversee management’s implementation of the Company’s goal of maintaining a program that attracts, retains, develops and motivates employees without leading to unnecessary risk taking by employees that would be reasonably likely to have a material adverse effect on the Company. The Committee will request and review executive summary information relating to the Company’s deferred compensation plan and 401(k) plan on an annual basis, and review competitiveness of benefit plan offerings by the Company. The Committee also has general responsibility for insuring that the Company has in place policies and programs for the development of senior management and senior management succession.
Director Compensation
The Committee shall review and make recommendations to the Board with respect to the compensation, including cash and equity-based compensation, of directors.
Stock Plan Administration
The Committee shall review and make recommendations to the Board regarding the adoption of Company incentive plans under which common shares or other equity securities of the Company may be issued. The Committee shall also have full and final authority in connection with the administration of such plans. In furtherance of the foregoing, the Committee shall, in its sole discretion, (a) designate participants and determine the types of awards and terms of such awards granted to each participant, and (b) establish performance metrics and goals and determine whether such goals have been attained, subject to the provisions of each plan.
Compensation Discussion and Analysis
The Committee shall review and discuss with the Company’s management the Compensation Discussion and Analysis (“CD&A”) and determine whether to recommend to the Board that the CD&A be included in the Company’s proxy statement and/or annual report on Form 10-K. The Committee shall also prepare a Compensation Committee Report for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations of the Securities and Exchange Commission (“SEC”).
Chief Executive Officer (“CEO”) Compensation and Goals
In consultation with the full Board, the Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, communicate the full Board’s evaluation of the CEO’s performance to the CEO, and determine the CEO’s compensation levels based on this evaluation. In determining the long-term incentive component of CEO compensation, the Committee may consider the Company’s performance and relative shareholder return, the value of similar incentive awards to CEO’s at comparable companies, and the awards given to the CEO in past years. The CEO may not be present during voting or deliberations on his compensation.
Approval of CEO and Executive Officer Compensation and Employment Agreements
The Committee shall annually review and determine for the CEO and the executive officers of the Company: (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 agreement/provisions, in each case as, when and if appropriate, and (e) any special or supplemental benefits. In evaluating, making recommendations regarding and approving executive officer compensation, the Committee shall consider the results of the most recent stockholder advisory vote on executive compensation (the “Say-on-Pay Vote”).
Delegation
The Committee may form and delegate authority to subcommittees when appropriate, provided any action taken by a subcommittee is subsequently reported to the Committee and ratified.
Engaging Consultants; Independence Assessment
The Committee shall have the power, in its sole discretion, to retain or obtain the advice of a compensation consultant, legal counsel or other advisor. However, the Committee shall not be required to implement or act consistently with the advice or recommendations of any such Advisers, and the authority granted in this Charter shall not affect the ability or obligation of the Committee to exercise its own judgment in fulfilment of its duties under this Charter.
The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any advisers retained by the Committee. The Company shall provide for appropriate funding, as determined by the Committee, for payment of appropriate compensation to any adviser retained by the Committee.
Prior to selecting any compensation consultant, legal counsel or other adviser to provide advice to the Committee, and on an annual basis for advisers from whom the Committee obtains advice on a regular basis, the Committee shall make the independence assessment required pursuant to SEC Rule 10C-1(b)(4).
The Committee shall determine whether the work of any compensation consultant has raised any conflict of interest in accordance with Item 407(e)(3) of Regulation S-K of the Securities Act of 1933 and review the proposed disclosure in the Company’s proxy statement of the nature of the conflict and how such conflict, if any, is being addressed. The factors in SEC Rule 10C-1(b)(4) are among the factors that shall be considered in determining whether a conflict of interest exists. Any compensation consultant engaged by the Committee to provide advice regarding the amount or form of executive or director compensation shall not provide additional services to the Company unless approved by the Committee.
Stock Ownership Guidelines
The Committee shall (a) periodically review the stock ownership guidelines for the executive officers of the Company and recommend any changes to the Board, and (b) monitor compliance with share ownership guidelines for the CEO and other executive officers.
Risk Assessment
The Committee shall review the Company’s compensation arrangements to determine whether they encourage excessive risk-taking, to review and discuss at least annually the relationship between risk management policies and practices and compensation, and to evaluate compensation policies and practices that could mitigate any such risk.
Say-on-Pay
The Committee shall review and recommend to the Board for approval the frequency with which the Company will conduct Say-on-Pay Votes, taking into account the results of the most recent stockholder advisory vote on frequency of Say-on-Pay Votes required by Section 14A of the Exchange Act. The Committee shall also review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Company's proxy statement.
Stockholder Proposals and Stockholder Engagement
The Committee will assist the Nominating and Corporate Governance Committee in reviewing and, as necessary, making recommendations to the Board regarding any actions that management has taken, or expects to take, in response to proposals submitted by stockholders for action at the Company’s annual meeting of stockholders related to executive compensation.
The Committee will oversee, in conjunction with the Nominating and Corporate Governance or other committee of the Board, engagement with stockholders and proxy advisory firms on executive compensation matters.
Miscellaneous
The Committee shall have authority with respect to and shall be responsible for all other duties as delegated by the Board.
Charter
The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
Performance Evaluation
The Committee shall conduct an annual evaluation, in such manner as it deems appropriate, of the performance of its duties under this Charter and shall present the results of the evaluation to the Board.
Meetings
The Committee shall have at least two (2) regularly scheduled meetings but will meet as often as necessary to carry out its responsibilities. Meetings may be called by the Chairman of the Committee and/or the CEO of the Company. The Corporate Secretary will maintain one set of all Committee minutes to be filed as corporate records and will be provided a set of all Committee correspondence. All meetings of the Committee shall be held at any time, at any place and in any manner (including telephonic or virtual) as permitted by applicable law and the By-laws of the Company, and written minutes of each meeting shall be duly filed in the Company records. Reports of meetings of the Committee shall be made to the Board at its next regularly scheduled meeting following the Committee meeting accompanied by any recommendations to the Board approved by the Committee.
Limitations
The Committee’s failure to investigate any matter, to resolve any dispute or to take any other actions or exercise any of its powers in connection with the good faith exercise of its oversight functions shall in no way be construed as a breach of its duties or responsibilities to the Company, its directors or its shareholders.
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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE |
POOL CORPORATION
NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE CHARTER
Amended February 2017
Organization and Member Qualifications
The nominating and corporate governance committee shall be comprised of at least three directors appointed by the Board, each of whom shall comply with the independence and other member qualification requirements of NASDAQ and all legal requirements.
Committee Purpose and Authority
The nominating and corporate governance committee's primary purpose is to provide oversight on the broad range of issues surrounding the composition and operation of the Board of Directors, including identifying individuals qualified to become Board members, recommending to the Board director nominees for the next annual meeting of shareholders and recommending to the Board a set of corporate governance principles applicable to the Company. The committee shall recruit, screen, interview and select prospective candidates for Board membership as necessary to fill vacancies or to meet the needs of the Board. The committee also provides assistance to the Board in the areas of committee member selection, evaluation of the overall effectiveness of the Board and committees of the Board, and review and consideration of corporate governance practices.
The committee shall have the sole authority to recommend to the Board candidates for Board membership, unless such authority belongs to a third party under the terms of the Company's Articles of Incorporation, By-laws or any shareholder agreement that allocates the right to nominate directors to a third party.
Responsibilities
In meeting its responsibilities, the committee will:
Nomination of Directors
Evaluate and make recommendations to the full Board regarding the number and accountability of committees of the Board.
Corporate Governance
Process
The nominating and corporate governance committee shall meet at least once annually, and more frequently if the committee deems it to be appropriate. The committee shall make regular reports of its activities to the Board. When discussing candidates for nomination, the committee shall meet in executive session.
The committee may delegate authority to one or more members when appropriate, provided that decisions made pursuant to such delegated authority shall be presented to the full committee at its next scheduled meeting.
The committee shall be empowered to retain independent legal counsel, accountants or other advisors, and the Company shall provide for appropriate funding for such advisors. The committee shall have the sole authority to retain and terminate any consulting firm used to identify director candidates.
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AUDIT COMMITTEE |
POOL CORPORATION
AUDIT COMMITTEE CHARTER
(revised through October 25, 2022)
Purpose
The Audit Committee assists the Board in overseeing the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company by monitoring (1) management's process for ensuring the integrity of the financial statements and internal controls of the Company, (2) the independent auditor's qualifications and independence, (3) the performance of the Company's internal audit function and independent auditors, and (4) management's process for ensuring the compliance by the Company with legal and regulatory requirements.
The Audit Committee prepares the report required by the rules of the Securities and Exchange Commission (the “Commission”) to be included in the Company's annual proxy statement.
Committee Membership
The Audit Committee shall consist of no fewer than three (3) members. The Board shall appoint the members of the Audit Committee upon recommendation by the Nominating and Corporate Governance Committee. The Chairman of the Audit Committee is elected by the Board, upon the recommendation of the Nominating and Corporate Governance Committee. The Board may remove any Committee member from service for any reason in its discretion, including but not limited to a finding that the director is no longer independent. The members of the Audit Committee shall meet the independence and experience requirements of NASDAQ, the United States securities laws, and the rules and regulations of the Commission. No member of the Audit Committee shall have participated in the preparation of the financial statements of the Company or any of its subsidiaries at any time during the past three years. At least one (1) member of the Audit Committee shall be a financial expert as defined by the Commission and NASDAQ. Each member must be able to read and understand financial statements, including the Company's balance sheet, income statement and cash flow statement at the time of their appointment.
Meetings
The Audit Committee shall meet as often as it determines, but not less frequently than quarterly. Meetings may be held at any time, at any place and in any manner (including telephonic or virtual) as permitted by applicable law and the Company's By-Laws. The Audit Committee shall meet periodically with management, the internal auditors and the independent auditor in separate executive sessions. The Audit Committee may request any officer or employee of the Company, or the Company's outside counsel or independent auditor, to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee.
Committee Authority and Responsibilities
The Audit Committee shall have the sole authority to appoint or replace the independent auditor (subject, if applicable, to shareholder ratification). The Audit Committee shall be directly responsible for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Audit Committee.
The Audit Committee shall pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditor, subject to the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, which are approved by the Audit Committee prior to the completion of the audit. The Audit Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting.
The Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditor for the purpose of rendering or issuing an audit report and to any advisors employed by the Audit Committee. The Audit Committee shall have the power to (a) obtain and review any information that the Audit Committee deems necessary to perform its oversight functions and (b) conduct or authorize investigations into any matters within the Audit Committee's scope of responsibilities.
The Audit Committee shall make regular reports to the Board. The Audit Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Audit Committee shall annually review the Audit Committee's own performance.
The Audit Committee, to the extent it deems necessary or appropriate, shall:
- Financial Statement and Disclosure Matters
- Review and discuss with management and the independent auditor the annual audited financial statements, including disclosures made in management's discussion and analysis, and recommend to the Board whether the audited financial statements should be included in the Company's Form 10-K.
- Review and discuss with management and the independent auditor the Company's quarterly financial statements prior to the filing of its Form 10-Q, including the results of the independent auditor's review of the quarterly financial statements.
- Quarterly and annually, discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements, including any significant changes in the Company's selection or application of accounting principles, any major issues as to the adequacy of the Company's internal controls and any special steps adopted in light of material control deficiencies.
- Review and discuss the annual report from the independent auditor regarding:
(a)All critical accounting policies and practices to be used;
(b)All alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor;
(c)Other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences; and
(d)Critical audit matters.
- Discuss with management the Company's earnings press releases, including the use of “pro forma” or “adjusted” non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies. Such discussion may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made).
- Discuss with management and the independent auditor the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the Company's financial statements.
- Discuss with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies.
- Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 1301 relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.
- Review disclosures made to the Audit Committee by the Company's CEO and CFO, during their certification process for the Form 10-K and Form 10-Qs, about any significant deficiencies in the design or operation of internal control over financial reporting or material weaknesses therein, and any fraud involving management or other employees who have a significant role in the Company's internal controls.
- At least annually, review with management, legal counsel, and the director of internal audit the effectiveness of the Company's disclosure controls and procedures.
- Review and approve the disclosures in each Form 10-K regarding management's annual internal control report and the related attestation report prepared by the Company's independent auditor.
- Establish procedures for resolving disagreements between management and the independent auditor regarding financial reporting.
- Oversight of the Company's Relationship with the Independent Auditor
- Annually, review and evaluate the lead partner of the independent auditor team and discuss and review compliance with requirements for the rotation of audit partners as required to maintain the auditor's independence.
- Obtain and review a report from the independent auditor at least annually regarding (a) the independent auditor's internal quality-control procedures, (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five (5) years respecting one or more independent audits carried out by the firm, (c) any steps taken to deal with any such issues, and (d) all relationships between the independent auditor and the Company, and (e) the independent auditor's registration with the Public Company Accounting Oversight Board (the “PCAOB”). Review the annual written disclosure regarding the independent auditor's independence required by applicable requirements of the PCAOB. Discuss with the independent auditor any other matters required to be discussed under the applicable requirements of the PCAOB and the Commission. Evaluate the qualifications, performance and independence of the independent auditor, including considering whether the auditor's quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor's independence, and taking into account the opinions of management and internal auditors. The Audit Committee shall present its conclusions with respect to the independent auditor to the Board.
- Recommend to the Board policies for the Company's hiring of employees or former employees of the independent auditor who participated in any capacity in the audit of the Company.
- Require that the independent auditor review and discuss with the audit committee any matters with which they consulted their outside audit team.
- Meet periodically with the independent auditor in a timely manner to discuss the planning, staffing and implementation of the audit, including (1) the auditors' responsibilities under generally accepted auditing standards and the responsibilities of management in the audit process, (2) the scope and timing of the annual audit, (3) any significant audit risks identified by the auditors and (4) when completed, the results, including significant findings, of the annual audit.
- Review and discuss with the independent auditor the Audit Committee's understanding of the Company's relationships and transactions with related parties that are significant to the Company.
- Review and discuss with the independent auditor the independent auditor's evaluation of the Company's identification, assessment, and disclosure of its relationships and transactions with related parties and any other significant matters arising from the audit regarding the Company's relationships and transactions with related parties.
- Confirm that the Company's CEO, CFO, CAO, Controller or equivalent officer, if formerly a partner of or employed by the independent auditor, did not participate in any capacity in the audit of the Company during the one year preceding the date of the initiation of the current audit.
- Oversight of the Company's Internal Audit Function
- Review the appointment and replacement of the senior internal auditing executive, as needed.
- Quarterly, review the significant reports to management prepared by the internal auditing department and management's responses.
- Annually, discuss with the independent auditor and management the internal audit department responsibilities, budget and staffing and any recommended changes in the planned scope of the internal audit.
- Compliance Oversight Responsibilities
- Obtain from the independent auditor assurance that Section 10A(b) of the Exchange Act has not been implicated.
- Obtain reports from management that the Company and its subsidiary/foreign affiliated entities are in conformity with applicable legal requirements and the Company's Code of Business Conduct and Ethics. Review reports and disclosures of insider and affiliated party transactions. Advise the Board with respect to the Company's policies and procedures regarding compliance with applicable laws and regulations and with the Company's Code of Business Conduct and Ethics.
- Establish and periodically review written procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting, internal accounting controls or auditing matters.
- Discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Company's financial statements or accounting policies.
- Discuss with the Company's legal counsel legal matters that may have a material impact on the financial statements or the Company's compliance policies.
- Review and approve all “related party transactions” of the type that would be required to be disclosed in the Company's annual proxy statement, regardless of size, and as may otherwise be required by NASDAQ.
- Assist the full Board as needed in its review of the Company's cybersecurity and other information technology risks, controls and procedures, including the Company's plans to mitigate cybersecurity risks and to respond to data breaches and also, with the full Board, review with management any specific cybersecurity issues that could have a material effect on the Company.
- Prepare the Audit Committee Report required by the Commission to be included in the Company's annual proxy statement and review the disclosure in the proxy statement regarding the independence of the Audit Committee members and the presence of a financial expert on the Audit Committee.
Limitation of Audit Committee's Role
While the Audit Committee has the oversight responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company's financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor. Management is also responsible for maintaining (i) an appropriate system of internal control over financial reporting and (ii) an appropriate system of disclosure controls and procedures, in compliance with applicable law. In connection with the Audit Committee's oversight functions, the Audit Committee may rely on (i) management's representations that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States and (ii) the representations of the internal or outside auditors.
The Audit Committee's failure to investigate any matter, to resolve any dispute or to take any other actions or exercise any of its powers in connection with the good faith exercise of its oversight functions shall in no way be construed as a breach of its duties or responsibilities to the Company, its directors or its shareholders. |
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STRATEGIC PLANNING COMMITTEE |
POOL CORPORATION STRATEGIC PLANNING COMMITTEE CHARTER The Board of Directors (the Board) of Pool Corporation (the Company) has established the Strategic Planning Committee of the Board (the Committee) to assist the Board in fulfilling its responsibilities for evaluating and monitoring the Company’s strategic goals as presented by senior management to the Board. 1. Purpose. The purpose of the Committee shall be to assist the Board in fulfilling its responsibilities to oversee, evaluate and monitor the strategic planning of the Company, to focus the attention of the Board on long-range objectives for the Company and to review and assess strategies to implement such long-range objectives, by: - Supporting the Company’s executive Management (the “Management”) in developing strategic initiatives including long term planning and budgeting;
- Providing Management with guidance and oversight on strategic plan development and execution;
- Monitoring relevant strategic external developments that may have significant impact upon the Company’s business;
- Increasing Board focus on issues and recommendations related to the Company’s strategic planning process and the execution of such planning;
- Evaluating information the Board receives from Management to assist in making informed decisions regarding the Company’s strategic direction;
- Monitoring Company progress and reporting to the Board on its activities, recommendations, and conclusions; and
- Assessing and recommending corporate strategies and issues related to particular areas of focus identified by the Board from time to time.
2. Organization, Composition and Authority. The Corporate Governance and Nominating Committee shall nominate the Strategic Planning Committee members, which shall be approved by the Board. The Chairperson of the Committee shall be designated by the Board or, if no such designation is made, shall be selected by the affirmative vote of the majority of the Committee. The Chairperson may request the participation of additional board members to support the activities of the Committee on an as needed basis. From time to time, the Committee may utilize paid outside consultants or members of the Board or management to help perform its duties. The Committee shall operate at the Board level, but shall not assume the Board’s governance accountability or make final strategic decisions. The Committee acts solely as an advisor to the Board and Management on current and future strategy-related issues. Management has the responsibility for implementing the Company’s strategy after obtaining input and approval from the full Board and other relevant committees. 3. Duties and Responsibilities. The Committee shall have the following duties and responsibilities: a. Review Company Strategy: To meet with the Chief Executive Officer and other members of management on at least an annual basis and review management’s strategic planning process and the long-range financial and strategic plan of the Company taking into consideration the Company’s position within its industry, the general marketplace and such other factors the Committee may deem appropriate; - Provide Resource Support: Support the Board or Management in the evaluation and/or refinement of the Company’s strategic plan.
- Assess Progress: Review and Assess the status of implementation of the Company’s business strategy and whether the results are consistent with the goals of the strategic plan as adopted by the Board.
- Recommend Improvements: Recommend areas of improvement and provide feedback to the Board and Management regarding the overall success of the business strategy.
The foregoing list of duties is not intended to be exhaustive, and the Committee may, in addition, perform such other functions as may be necessary or appropriate for the performance of its duties. The Committee may delegate its authority and duties to subcommittees or to individual members, as it deems appropriate in accordance with the authority given by the Board. 4. Charter Review.
The Committee shall review this Charter at least annually and recommend any changes to the Board and share its recommendations with the Nominating and Corporate Governance Committee. |
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Member Chairperson Financial Expert
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