Human Resources and Compensation
Committee Terms of Reference

Composition

  • The Human Resources and Compensation Committee (“HRC Committee”) shall be appointed annually, on the recommendation of the Governance Committee, by the Board of Directors and consist of at least three (3) members from among the directors of GSIS other than the Chair of the Board. The Board of Directors shall designate the Chair of the HRC Committee based on the recommendation of the Governance Committee.
  • Meetings of the HRC Committee shall be held at the call of the Chair or upon the request of two (2) of the members of the HRC Committee, and a quorum shall be a majority of the members. Unless the HRC Committee otherwise specifies, the Secretary of GSIS shall act as secretary of all meetings of the HRC Committee.
  • In the absence of the Chair of the HRC Committee, the members of the HRC Committee shall appoint an acting Chair.

Terms of Reference

  • The responsibilities of the HRC Committee will be the following:
    • To make appropriate recommendations to the GSIS Board of Directors for appointment of the CEO of GSIS and for approval of his/her term of employment.
    • To recommend to the Board of Directors for approval:
      • Annual and long-term incentive plans for the CEO and payments thereunder.
      • Changes to remuneration of the CEO.
      • Annual compensation guidelines.
    • To review and monitor the implementation of the evaluation, planning and development processes that focus attention on the CEO succession, making recommendations to management, where appropriate.
      • To make recommendations to the Board of Directors regarding the process for annual evaluation of the CEO.
      • To conduct an annual performance review of the CEO and report thereon to the Board of Directors.
    • To review periodically with the CEO, GSIS’s management compensation and benefit policy, making recommendations where appropriate.
    • To prepare or cause to be prepared a report to be included in GSIS’s Annual Report dealing with executive compensation.
    • To review the results of periodic employee opinion surveys.
    • To perform such other functions as may from time to time be assigned to the HRC Committee by the Board of Directors.

General

  • To assist the HRC Committee in discharging its responsibilities, the HRC Committee may, at the expense of GSIS, retain one or more persons having special expertise.
  • A copy of the minutes of each meeting of the HRC Committee shall be provided to each Director.