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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 (including the Chief Executive Officer) and directors, (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 and the associated policies and procedures adopted by the full Board.
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 (subject only to those exceptional and limited circumstances under which a non-independent director may serve on the Committee in accordance with applicable NASDAQ rules). 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.
The Committee shall meet at least four times a year. Additional meetings may occur as the Committee or its chairperson deems advisable. Members of management, and representatives from outside consultants, will attend meetings at the request of the Committee Chairman. The Committee will review its evaluation of the performance of the Chief Executive Officer and his or her salary, incentive payment and equity compensation grant decisions with the Board in executive session. The Chief Executive Officer may not be present during voting or deliberations on the Chief Executive Officer’s compensation.
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. When selecting outside counsel or other experts or consultants, the Committee must consider factors affecting the independence of the applicable advisor, including any other fees paid by the Company to the advisor (including as a percentage of total revenue of the advisor) or services provided by the advisor to the Company, conflict of interest policies and procedures of the advisor, whether the advisor owns Company stock and any other relationship between the Company or any executive officer of the Company and the advisor, along with any other factor required to be considered by the SEC. 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 Company shall provide funding required by the Committee to discharge its responsibilities, including the payment of fees and expenses of advisors and consultants retained pursuant to the Committee’s Charter.
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 changes to the Board in due course for consideration and adoption.
The foregoing Charter was adopted by the Board to be effective as of the 5th day of August 2013. Any changes made during annual reviews shall be adopted by resolution of the Board.