Tuesday, November 12, 2013
Wal-Mart Stores, Inc. Compensation, Nominating and Governance Committee Charter?
Just for your information I wanted to pass on a small part of info in the
Walmart corporate world.
How would you like to work at Walmart & get, "will also be eligible to receive an annual equity award. For fiscal 2013, this award, if approved by the CNGC, will be comprised of performance shares with a target value of $2,625,000" And that is just the start.
But I wanted to do a story on the "CNGC." That stands for,
"Compensation, Nominating and Governance Committee"
The Compensation, Nominating and Governance Committee (the “Committee”) is appointed by the Board to: (1) discharge the Board's responsibilities relating to the compensation of the Company's directors, executive officers and associates; (2) assist the Board in identifying individuals qualified to serve as Board members; and (3) assist the Board in the implementation of sound corporate governance principles and practices.
The basic responsibility of the members of the Committee is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders.
In discharging that obligation, members should be entitled to rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors, to the fullest extent permitted by law.
With respect to its nominating and governance functions, the Committee has the following authority and responsibilities:
1. Sole authority, in its discretion, to retain or terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms. The Committee shall also have the authority, in its discretion, to obtain advice and assistance from internal or external legal, accounting or other advisors.
2. Actively seek individuals qualified to become board members for recommendation to the Board.
3. Apply the criteria set forth in the Director Qualifications Section of the Corporate Governance Guidelines to the selection of director nominees.
4. Develop and periodically review policies applicable to the nomination of persons to be appointed or elected as directors of the Company including, without limitation, the Company’s policies with respect to shareholder nominations.
5. Recommend to the Board the number of and qualifications for directors, the composition of the Board and a slate of nominees for election as directors at the Company’s annual meeting of shareholders.
6. Recommend to the Board persons to be appointed as directors in the interval between annual meetings of the Company’s shareholders, including filling vacancies occurring for any reason.
7. Develop and recommend to the Board standards for determining director independence consistent with the requirements of the New York Stock Exchange and other applicable laws or regulations and review and assess these standards on a periodic ongoing basis.
8. Review the qualifications and independence of the members of the Board and its various committees on a periodic basis and make any recommendations the Committee members may deem appropriate from time to time concerning any recommended changes in the membership or composition of the Board and its committees.
9. Establish and oversee the Company’s director orientation and continuing education programs and review and revise those programs as appropriate.
10. Recommend to the Board such changes to the Board’s committee structure and committee functions, as the Committee deems advisable.
11. Confirm that each standing committee of the Board has a charter in effect, that such charter is reviewed at least annually by its committee and that each charter complies with all applicable rules and regulations.
12. Review any proposed amendments to the Company’s Certificate of Incorporation and Bylaws and recommend appropriate action to the Board.
13. Review and assess the Company’s compliance with the corporate governance requirements established by the New York Stock Exchange, the requirements established under the Sarbanes-Oxley Act and other applicable corporate governance laws and regulations.
14. Recommend to the Board such additional actions related to corporate governance matters, as the Committee may deem necessary or advisable from time to time.
15. Review and assess the quality and clarity of the corporate governance information provided to the Board and its committees by management and direct management as the Committee deems appropriate with respect to such materials.
16. Oversee the Board’s evaluation of senior management.
17. Develop procedures for and conduct the annual self-assessment and review of the performance of the Board and each Board committee, and report annually to the Board with an assessment of the Board’s and the Board committees’ performance.
18. Develop and recommend to the Board a set of corporate governance principles (the “Corporate Governance Guidelines”) applicable to the Company.
19. Review and reassess the adequacy of the Corporate Governance Guidelines of the Company annually and recommend any proposed changes to the Board for approval.
20. Review and establish, for approval by the full Board, succession planning and retention practices for executive officers of the Company.
21. Review the Company’s reputation with external constituencies and recommend to the Board any proposed changes to the Company’s policies, procedures, and programs as a result of such review.
22. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
23. Annually review and evaluate its own performance with respect to its nominating and governance functions in coordination with the annual review conducted by the Committee.
24. Review and advise management regarding social, community and sustainability initiatives of the Company.
25. Review and advise management regarding the charitable giving strategy of the Company, its subsidiaries and affiliates.
Please see Walmart for full details, it goes on & on. I would have to post this story
on Current in 5 parts!
Note the part, 24. Review and advise management regarding social, community and sustainability initiatives of the Company.
Im guessing the social, community, part is good or bad.
What ever might effect the stocks.
And a Walmart Walkout!
I am popping my head up in the clouds here with this story.
For the main part, just to have acknowledgment, of what you might of guessed!
Really in terms protect the stocks, in all terms!
There is a lot to Walmart than you thought!