COMPENSATION, NOMINATING AND GOVERNANCE COMMITTEE OF WABCO HOLDINGS INC. (THE COMPANY) CHARTER

Organization

  1. The Compensation, Nominating and Governance Committee (the “Committee”) is a committee of the Board of Directors of the Company (the “Board”). The members and chair of the Committee will be elected by the full Board and will serve at the pleasure of the Board.  Any vacancy on the Committee shall be filled by the Board.  No member of the Committee shall be removed except by  the Board.

  2. All members of the Committee must qualify as independent under the Company’s Definition of Director Independence.

  3. The Committee may not delegate any of its functions to a subcommittee without the authorization of the Board.

  4. The Committee will meet as often as it determines necessary to carry out its duties and responsibilities, but no less frequently than four times annually

  5. The Committee will regularly report on actions taken by it to the full Board.

  6. The Committee will meet once a year with the Chief Executive Officer ("CEO") and the Company's principal human resources executive to review performance criteria and compensation of key executives. Officers shall not be present when their performance and compensation are being discussed.

  7. The Committee is authorized to obtain advice and assistance as it believes necessary or appropriate from corporate personnel and from external legal, accounting and other advisors.   The Committee shall exercise sole authority to retain or replace outside counsel, compensation and benefits consultants or other experts to provide independent advice to the Committee, including the authority to approve the fees payable (which shall be payable by the Company) and any other terms of retention.

Purpose
The purpose of the Committee will be to:

  1. Identify individuals qualified to become members of the Board.

  2. Recommend to the Board director nominees to be presented at the annual meeting of shareholders and nominees to fill vacancies on the Board, whether caused by retirement, resignation, death, increase in the number of authorized directors or otherwise.

  3. Develop and recommend to the Board, and review periodically, corporate governance principles for the Company.

  4. Lead the process of periodically evaluating the performance of the Board and its members.

  5. Develop the Company's management succession and leadership capability planning process.

  6. Develop and recommend compensation programs for the Company's executives.

  7. Review and approve the annual report on executive compensation for the Company's annual proxy statement.

  8. Administer the Company’s executive compensation and benefit plans.

Duties and Responsibilities
The Committee’s duties and responsibilities will be to:

  1. Recommend to the Board criteria for the selection of new directors. In carrying out this responsibility, the Committee will at least annually (a) assess the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board and the needs of the Company, and (b) consider principles to be applied in filling vacancies and planning for Board succession. While diversity of experience and background is a factor that is taken into account in selecting nominees, Board members are elected to represent all shareholders and do not represent any particular constituency.

  2. Consider the participation and contribution of incumbent directors in determining whether to recommend their renomination to the Board.

  3. Consider and make recommendations to the Board regarding shareholder nominations for directors and other shareholder proposals that are submitted in accordance with the Company’s by-laws and applicable law.

  4. Direct the search for, and evaluate qualifications of, possible candidates for nomination to the Board, consulting with management and other members of the Board, as appropriate, and with such assistance and input as it may request from an executive search firm or other independent consultant. In carrying out this responsibility, the Committee shall have the sole authority to retain and to terminate any search firm to be used to assist it in identifying candidates to serve as directors of the Company, including the sole authority to approve the fees payable to such search firm and any other terms of retention.

  5. Recommend to the Board for election by it the memberships and chairs of all standing committees of the Board.

  6. Recommend to the Board (a) the Company’s policy on director tenure and retirement, (b) any amendment, termination or waiver of the policy, and (c) whether or not the Board should approve the withdrawal of any resignation submitted by a director in accordance with the policy.

  7. Develop and recommend to the Board corporate governance principles applicable to the Company; evaluate such principles at least annually and report the results of the evaluation to the Board; and recommend to the Board any changes in such principles the Committee believes appropriate.

  8. At least annually, lead the process of evaluating the performance of the Board and its members, soliciting input from all members of the Board and from management of the Company, as appropriate.

  9. Review the status of directors and make recommendations to the Board to assist the Board in determining whether directors meet independence requirements.

  10. Periodically review and make recommendations to the Board regarding new director orientation.

  11. Oversee and evaluate the human resources planning process and succession plans for the CEO and other senior executive positions. Recommend to the Board candidates for these positions.

  12. Establish and review annually an emergency succession plan for the CEO and other senior executive positions.

  13. Review periodically with the CEO the quality of the management group and the planning and implementation of programs for talent development, emphasizing alignment with the Company's strategic and operating plans.

  14. Establish and review the Company's total compensation philosophy. Review and recommend to the Board new and revised executive compensation programs including cash incentives, equity and perquisites. Review and recommend to the Board new employee benefit plans and substantial revisions to existing benefit plans.

  15. Review the Company's executive compensation and employee benefit programs to determine whether they are properly coordinated and achieving their intended purposes. Review policies for the administration of executive compensation programs and oversee the activities of those responsible for plan administration.

  16. Review and approve corporate goals and objectives relevant to CEO compensation. Review and approve CEO salary, bonus and awards in light of performance against these goals.

  17. Review and approve corporate goals relevant to executive officers' compensation including annual performance objectives. Evaluate the performance of officers in light of these criteria and, based on such evaluation, approve annual salary, bonus and awards to officers.

  18. Review and recommend to the Board (a) compensation to be paid to directors of the Company and (b) any stock ownership guidelines applicable to the directors of the Company.

  19. Review and recommend to the Board all equity compensation plans of the Company, including those that are not otherwise subject to the approval of the Company's shareholders.

  20. Review and approve all awards pursuant to the Company's Omnibus Incentive Plan or any other equity-based plans.

  21. Review and approve the compensation discussion and analysis and the report Committee for the Company's proxy statement, in accordance with rules and regulations of the New York Stock Exchange ("NYSE"), Securities and Exchange Commission ("SEC") and other applicable regulatory bodies.

  22. Review and approve any compensatory contracts or other compensatory transactions with current or former elected officers of the Company subject, in the case of the CEO, to ratification by the independent directors of the Board.

  23. Periodically review the “change in control” programs in effect for the Company’s executives.

  24. Review this charter annually and recommend any proposed changes to the Board, which shall have the authority to amend this charter.

  25. Evaluate annually the performance of the Committee and report the results of the evaluation to the Board.

  26. Discharge any other responsibilities delegated to the Committee by the Board.

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