PrintThe Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Dresser-Rand Group Inc. (the "Company") is appointed by the Board to discharge the Board's responsibilities relating to compensation of the Company's executives.
COMMITTEE MEMBERSHIP
The Committee will be composed of at least three members of the Board, all of whom must be determined independent by the Board prior to their appointment to the Committee. Independence is to be determined consistent with the rules of the NYSE and the SEC, as well as the provisions of Section 162(m) of the Internal Revenue Code relating to "outside directors," each as amended from time to time.
The members of the Committee shall be appointed by the Board upon the recommendation of the Nominating and Governance Committee of the Board (the "Governance Committee") and shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation, retirement, removal from office or death. The members of the Committee may be removed, with or without cause, by a majority vote of the Board. The composition of the Committee will be reviewed annually by the Board.
MEETINGS
The chairman of the Committee will, consistent with the business matters at hand, coordinate and administer the ongoing agenda items and existing meeting schedules, confer with the Committee members and establish the frequency, timing and agenda items for each Committee meeting and establish the meeting schedule accordingly. The Committee will establish an agenda each calendar year consistent with the foreseeable issues and additions to the annual agenda items and actions taken, as well as ongoing agenda items, will be reported periodically to the full Board.
The chairman of the Committee or a majority of the Committee members may call meetings of the Committee. A majority of the authorized number of Committee members will constitute a quorum for the transaction of Committee business, and the vote of a majority of the Committee members present at a meeting at which a quorum is present will be the act of the Committee, unless in either case a greater number is required by this charter, the Company's Bylaws or NYSE listing standards. The Committee will keep written minutes of its meetings and deliver copies of the minutes to the corporate secretary for inclusion in the corporate records.
The Committee may adopt such other rules and regulations for calling and holding its meetings and for the transaction of business at such meetings as may be necessary or desirable and not inconsistent with the provisions of the Bylaws of the Company or this Charter. Nothing in this Charter shall be deemed to amend the provisions of the Bylaws with respect to this Committee or other committees of the Board absent a separate resolution of the Board expressly amending the Bylaws.
The Committee will independently schedule meetings with management and outside independent advisors to obtain necessary financial, legal and reporting, market and industry best practices and other resources to allow the Committee to best discharge its responsibilities. The Committee will keep the Board apprised of its actions in these areas and the desired outcomes as part of its communications process to the Board.
COMMITTEE AUTHORITY AND RESPONSIBILITIES
Periodic
Review of Charter
The Committee will annually review and assess the adequacy of this Charter in light of developments in compensation practices designed to attract, retain and motivate management, evolving compensation-related governance standards, and the impacts of amended and newly-adopted legislation and regulations pertaining to the matters within the scope of the Committee's responsibilities, and will recommend any suggested changes to this Charter, consistent with the Bylaws, for review and approval by the Board.
Delegation of
Authority
The Committee reserves the right to form and delegate specific responsibilities on a project or issue basis to a sub-committee or other authorized individual so long as at least one member of the Committee is assigned to the sub-committee or the appointment of the individual complies with applicable law.
Internal
Assessment
The Committee will conduct an annual performance evaluation on itself each year and report the results to the Board.
Retention of
Independent Experts
The Committee shall retain the sole authority to select, retain and terminate any independent compensation consulting firm (including the sole authority to approve the firm's fees and other retention items) to assist in the evaluation of executive officer compensation.
Executive
Compensation Matters
The Committee is charged with establishing and reviewing, periodically, the overall compensation philosophy of the Company and to carry out the specific oversight enumerated below plus any other such responsibilities as may be assigned by the Board from time to time, taking any actions reasonably related to the mandate of this Charter.
The enumerated responsibilities of the Committee are listed as follows:
- Regarding the compensation of the Chief Executive Officer (the "CEO"), the Committee will recommend for approval by the independent directors of the full Board:
- The goals and objectives relevant to CEO compensation including annual performance objectives;
-
The CEO's compensation considering the results of the performance evaluation conducted by the Governance Committee;
- Regarding the Company's other executive officers, the Committee will:
-
Review the goals and objectives relevant to their underlying compensation programs and the relative benchmarks and benchmarking process utilized to establish the awards;
-
Review and approve the CEO's annual recommendations for their compensation considering the results of the performance evaluations conducted by the CEO;
- Regarding the Committee's other compensation and benefits plan governance responsibilities for the Company's compensation related issues, the Committee will also:
- Prepare and provide the Committee report on executive compensation in the Company's annual proxy statement, and otherwise review and participate, as it deems appropriate, in the development and final review of the narratives and tables to be included in the Compensation Discussion and Analysis report in the Company's annual proxy statement;
- Review, evaluate and discuss with management (i) the proxy statement disclosures relating to the "say on pay" advisory votes by stockholders on executive compensation; (ii) engagement with stockholder groups and proxy advisory firms, as necessary, in connection with such "say on pay" advisory votes; and (iii) the results of such "say on pay" advisory votes and consider whether to make or recommend, as applicable, any adjustments to the Company's executive compensation policies and practices in light of the voting results;
- Review and recommend to the Board the frequency of the Company's "say on pay" stockholder advisory votes on executive compensation;
- Review, at least annually, the Company's compensation policies and practices with respect to all employees, including non-executive officers, as they relate to the Company's risk management and to determine whether such policies and practices create risks that are reasonably likely to have a material adverse effect on the Company and, if appropriate, prepare corresponding disclosure for inclusion in the Company's proxy statement or otherwise as may be required;
- Review, at least annually, management's recommendations for the Company's annual incentive plan, its competitiveness and financial implications of funding and payouts, including the associated award criteria and as to its role and effectiveness as an element of compensation and consistency with the stated compensation philosophy of the Company;
- Review and approve aggregate annual incentive plan payments and individual incentive payments to the executive officers other than the CEO;
- Review and approve all executive perquisite programs, if any;
- Monitor and approve the Company's long-term incentive programs in terms of allocation and usage of shares, options, and other securities, annual issue rates, needs for additional stockholder approvals to fund the plans and the related issues to the plans, their compliance and effectiveness;
- Review and approve all employment and compensation agreements and contracts for executive officers;
- Review and approve change-in-control protection offered by the Company to its employees; and
- Provide recommendations to the Board on such compensation programs that are subject to Board approval and will report regularly to the Board its findings and recommendations as well as any other related issues it deems appropriate.
Rev. February 2012