Compensation Committee and Human Resources Committee Mandate
Purpose
The compensation and human resources committee (the “Committee”) of Pacgen Biopharmaceuticals Corporation (the “Corporation”) is responsible for board compensation, reviewing the salaries plus fringe benefits of executive management and senior staff, reviewing the contingency plan for management succession, identifying the Chief Executive Officer of the Corporation (the “CEO”), assisting the CEO in selecting the senior management of the Corporation and employee-employer relations.
Membership and Reporting
- The Committee will be comprised of independent directors and will have not more than three members.
- Appointments and replacements to the Committee will be made by the board of directors of the Corporation (the “Board”) and will be reviewed on an annual basis. The Board will provide for continuity of membership, while at the same time allowing fresh perspectives to be added.
- The Committee may form and delegate authority to subcommittees if deemed appropriate by the Committee.
- The chairman of the Committee will be appointed by a vote of the Board on an annual basis.
- The Committee will report to the Board, at the next scheduled meeting of the Board, the proceedings of the Committee and any recommendations made by the Committee.
Terms of Reference
- The Committee will meet as required, but at least once a year, and within 90 days of the fiscal year end of the Corporation.
- The Committee will review and make recommendation to the Board regarding the corporate goals and objectives, performance and compensation of the CEO on an annual basis. Compensation includes salary, bonuses, stock options, benefits and perquisites.
- The Committee is responsible for reviewing and, as appropriate, approving the recommendations of the CEO regarding:
- compensation of the senior officers of the Corporation that report to the CEO;
- the compensation policy of the Corporation, including internal structure, annual review and relationship to market levels and changes;
- significant changes in Corporation’s benefit plan and human resources policies; and
- issuance of stock options to employees, consultants, and directors.
- The Committee will recommend all incentive based compensation policies to the Board, including incentive stock option grants to, and cash bonus compensation of, employees, dependant contractors, consultants and insiders. The Committee may grant options without further approval of the Board provided that the grant of stock options is made in accordance with:
- the policy established by the Board with respect to the vesting, pricing and exercise period of such options; and
- the stock option plan of the Corporation.
- The Committee will review and recommend changes to the compensation of the Board, as necessary, based on a comparison of peer companies and issues relevant to the Corporation.
- The Committee will review and make recommendation to the Board regarding annual bonus policies for executive employees within 90 days of the fiscal year end of the Corporation and the incentive-compensation plans and equity-based plans of the Corporation.
- The Committee will review the executive compensation disclosure before the Corporation publicly discloses this information.
- The Committee will review, in collaboration with the CEO, and recommend appropriate skill sets of senior management to the Board to ensure proper management of corporate growth.
- The Committee will, from time to time, review contingency plan for management succession.
- The Committee will identify and recommend the CEO of the Corporation.
- The Committee will assist the CEO in selecting the senior management of the Corporation.
- The Committee will review and reassess the adequacy of this mandate annually.
- The Committee has the authority, to the extent it deems necessary or appropriate, to retain independent legal or other advisors. The Corporation shall provide appropriate funding, as determined by the Committee, for payment of compensation to the advisors employed by the Committee.