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The Human Resources Committee of the Board (“the Committee”) is established to (a) discharge the responsibilities of the Board relating to compensation of the Company’s executives, (b) review and discuss with the Company’s Senior Management the Compensation Discussion and Analysis (“CD&A”) required by the SEC’s rules and regulations, (c) produce an annual report on executive compensation transmitted to the shareholders in the Company’s proxy statement, (d) advise the Board on the adoption of plans and policies that govern the Company’s compensation programs, and (e) oversee such programs. The Committee has responsibility for establishing, implementing and monitoring adherence with Argo Group’s compensation philosophy.
The membership of the Committee shall consist of at least three independent directors, each of whom is to be free of any relationship that, in the opinion of the Board, would interfere with his or her exercise of independent judgment. The Board’s Nominating Committee will recommend to the Board Committee members and the Committee chair for appointment by the Board. Human Resources Committee members may be replaced in accordance with the Company’s bye-laws.
Applicable United States Securities and Exchange Commission (“SEC”) rules and regulations and National Association of Securities Dealers Automated Quotation (“NASDAQ”) listing rules will be followed in evaluating a member's independence. Each member of the Human Resources Committee shall also qualify as a “non-employee director” under Section 16 of the Exchange Act and as an “outside director” under Section 162(m) of the U.S. Internal Revenue Code. Notwithstanding the forgoing, if the Human Resources Committee is comprised of at least three members, one director who is not independent as defined in NASDAQ Rule 5605(a)(2) and is not a current officer or employee or a Family Member of an officer or employee, may be appointed to the Human Resources Committee if the Board, under exceptional and limited circumstances, determines that such individual's membership on the committee is required by the best interests of the Company and its Shareholders. A member appointed under this exception may not serve longer than two years.
The Committee shall meet at least four times a year. Additional meetings may occur as the Committee or its chairperson deems advisable. The Chairperson of the Committee shall be responsible for establishing the agenda for meetings of the Committee. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all meetings of the Committee shall be prepared to document the Committee’s discharge of its responsibilities. Committee members will be furnished with copies of the minutes of each Committee meeting. The Committee shall make regular reports to the Board.
The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.
The Human Resources Committee shall have the resources and authority necessary to discharge its duties and responsibilities, including the authority to retain outside counsel or other experts or consultants, as it deems appropriate. The Committee may form and delegate authority to subcommittees composed of one or more of its members when appropriate. Any communications between the Committee and legal counsel in the course of obtaining legal advice on Committee matters will be considered privileged communications of the Company, and the Committee will take all necessary steps to preserve the privileged nature of such communications.
The principal responsibilities and functions of the Committee are as follows:
The Committee shall, with the assistance of designated legal counsel, review and assess the adequacy of this charter annually and recommend all necessary major changes to the Board in due course for consideration and adoption.
This Charter and any change made during the reviews shall be adopted by resolution of the Board.