Chairman of the Compensation and Human Resources Committee
Purpose
This position description describes the appointment, role and responsibilities of the chairman (the “Chairman”) of the compensation and human resources committee (the “Committee”) of the board of directors (the “Board”) of Pacgen Biopharmaceuticals Corporation (the “Corporation”). This position description should be read together with the written mandate of the Committee (the “Mandate”), as such Mandate may be amended from time to time.
Office of the Chairman
The Chairman will be appointed by a vote of the Board on an annual basis.
Terms of Reference
Committee Leadership
1. The Chairman will provide leadership to the Committee in discharging its mandate as set out in the Mandate, including by:
- promoting a thorough understanding by members of the Committee, management and the Corporation’s other outside advisors of:
(i) the duties and responsibilities of the Committee; and
(ii) the relationship between the Committee and each of the Corporation’s management and outside advisors; and - (b) promoting cohesiveness among members of the Committee.
Liaison between the Committee and Management
2. The Chairman will be the liaison between the Committee and each of the Corporation’s management and outside advisors, promoting open and constructive discussions between members of the Committee and each of these parties.
Information Flow
3. The Chairman will promote the proper flow of information to the Committee to keep the Committee fully apprised of all matters which are material to the Corporation at all times.
Meetings of the Committee
4. In connection with meetings of the Committee, the Chairman will be responsible for:
- scheduling meetings of the Committee;
- organizing and presenting the agenda for Committee meetings such that:
(i) all of the responsibilities assigned to the Committee under the terms of its Mandate are discharged on a timely and diligent basis; and
(ii) members of the Committee have input into the agendas; - monitoring the adequacy of materials provided to the Committee by management in connection with the Committee’s deliberations;
- ensuring that the Committee has sufficient time to review the materials provided to it and to fully discuss the business that comes before the Committee;
- presiding over meetings of the Committee; and
- presiding over in camera meetings of the Committee.
Reporting to the Board
5. The Chairman will report to the Board on the activities of the Committee as contemplated in the Mandate.
Annual Performance Evaluation
6. On an annual basis, the Committee will follow the process established by the Board for assessing the performance of the Committee.
Mandate Review
7. The Committee will review and assess the adequacy of this Mandate annually.
Other Responsibilities
8. The Chairman will perform such other functions:
- as may be ancillary to the duties and responsibilities described above; and
- as may be delegated to the Chairman by the Committee or the Board from time to time.