The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) is to carry out the Board’s overall responsibilities relating to compensation of Roust Corporation’s (“Roust”) Directors of the Board and of its executive officers.
The Compensation Committee shall consist of at least one Board member. The Board shall appoint Committee members and the chairperson of the Committee.
The Committee shall meet at least twice a year, with authority to convene additional meetings as circumstances require, and shall maintain minutes of the Committee’s meetings. The Committee or chairperson of the Committee shall communicate with the chief executive officer to discuss matters relating to other executive officers from time to time as circumstances dictate.
In furtherance of its purpose, the Committee shall have the power and authority of the Board to perform the following duties and to fulfill the following responsibilities:
The Committee shall have the power to obtain advice and seek assistance from internal and external legal advisers, accountants and other consultants in its sole discretion.
This Charter supersedes all previous versions of the Charter. This Charter was approved by the Roust Board of Directors by unanimous written consent on July 23, 2014.
The Committee shall review the adequacy of this charter on an annual basis and recommend any appropriate changes to the Board for consideration.