Charter Compensation and Human Resources Committee (CHRC)
The CHRC's expertise in HR and compensation matters
Purpose
The CHRC is an expert committee of the Board of the HOLDING. Its mission is to support the Board in the performance of its supervisory duties, in particular with respect to all matters related to HR and compensation topics of the Group.
Duties
The CHRC shall perform the duties set out below as well as any other duties that are required by applicable law or stock exchange rules and requirements or are delegated to the CHRC by the Board.
1. Compensation Policy
- periodical review of the compensation plans (including but not limited to short-term incentives and long-term incentives, share plan regulations, fixed/variable compensation, caps for variable compensation, budgets for additional/new members of the Group Management) of the Board of Directors and the Group Management;
- recommendation/proposal of the plan and elements to the Board of Directors which should be in line with the legal requirements, business mission and strategy;
- review potential risks that arise from the Group´s compensation practices and policies.
2. Compensation report
- review the compensation report which is prepared by the Group Management;
- discuss the compensation report with the Auditors;
- recommend/propose for approval of the compensation report to the Board;
- prepare compensation and benefits matters for the Shareholders’ Meeting.
3. Compensation of Board, Group Management and other senior managers (VP level)
- define, together with CEO, functional and individual goals for Group Management;
- evaluate annually the Group Management´s and Senior Manager´s (as deemed necessary) performance against goals and objectives;
- recommend to the Board the compensation of the Group Management and senior managers (as deemed necessary) and the compensation of the Board;
- recommend to the Board nomination and removal of Group Management members and all contractual employment matters for the Group Management;
- regularly meet with the CEO to review HR/compensation related matters;
- request external compensation benchmarks or engage outside compensation consultants if deemed necessary.
4. Human Resources
- oversee, control and propose adjustments and changes to the Board regarding the overall human resources strategy;
- review and assess Group Management’s plans and programs for attraction, retention, training and development initiatives, career development and high caliber talent supply to support and achieve Group objectives;
- oversee and review the Group’s plans for management succession and development;
- provide regular feedback and coaching to the CEO and senior management.
5. Sustainability metrics
- review inclusion and diversity progress (i.e. % women in leadership positions);
- review employee engagement and retention (i.e. % fluctuation rate, engagement rating);
- review talent attraction and development progress (i.e. % of key positions placed with internal candidates);
- review community engagements.
6. Other Responsibilities
- conduct an annual self-evaluation of the CHRC’s performance;
- review and reassess the adequacy of this Charter on an annual basis and submit proposed changes to the Board for approval.
Powers
The CHRC has complete and unrestricted access to the Group’s management, books and records and may obtain any information it requires. Any request shall be channeled through the Group’s CEO.
Composition
The CHRC shall be composed of members of the Board. All members shall be non-executive and independent based on the evaluation of the Board.
Meetings
1. General
The CHRC shall hold an ordinary meeting several times a year, or at the request of any of its members.
The Chairperson of the CHRC shall prepare an agenda in advance of each meeting. At least two members of the CHRC must be present to have a quorum.
2. Minutes
The minutes are generally taken by the Secretary of the Board or any person designated as so by the Chairperson of the CHRC.
The minutes shall be submitted, prior to the next meeting, to the members of the CHRC for review and approval at their next meeting.
The CHRC shall report to the Board and shall submit the CHRC minutes to the members of the Board for their information and as a basis for the adoption of relevant resolutions.
