Assurant 2005 Annual Report Download - page 59

5. In connection with executive compensation programs:
6. Establish and periodically review policies in the area of senior management perquisites.
7. Consider policies and procedures pertaining to expense accounts of senior executives.
8. Review and make recommendations to the full Board of Directors, or approve any contracts or other transactions with current or former
executive officers of the corporation, including consulting arrangements, employment contracts, severance or termination arrangements and
loans to employees made or guaranteed by the corporation.
Monitoring Incentive and Equity-Based Compensation Plans
1. Review and make recommendations to the Board of Directors with respect to the corporation’s incentive-compensation plans and equity-
based plans, and oversee the activities of the individuals responsible for administering those plans.
2. Review and approve all equity compensation plans of the corporation that are not otherwise subject to the approval of the corporation’s
stockholders.
3. Review and make recommendations to the full Board of Directors, or approve all awards of shares or share options pursuant to the
corporation’s equity-based plans.
4. Monitor compliance by executives with the rules and guidelines of the corporation’s equity-based plans.
5. Review and monitor employee pension, profit sharing and benefit plans.
6. Select, retain and/or replace, as needed, compensation and benefits consultants and other outside consultants to provide independent
advice to the Committee. In that connection, in the event the Committee retains a compensation consultant, the Committee shall have the sole
authority to approve such consultant’s fees and other retention terms.
Reports
1. Prepare a compensation committee report on executive compensation as required by the SEC to be included in the corporation’s annual
proxy statement.
2. Report regularly to the Board of Directors (i) following meetings of the Committee, (ii) with respect to such other matters as are relevant
to the Committee’s discharge of its responsibilities and (iii) with respect to such recommendations as the Committee may deem appropriate.
The report to the Board of Directors may take the form of an oral report by the Chairman or any other member of the Committee designated by
the Committee to make such report.
3. Maintain minutes or other records of meetings and activities of the Committee.
The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members, including
by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the
adequacy of this Charter and recommend to the Board of Directors any improvements to this Charter that the Committee considers necessary or
valuable. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.
C-3
(i) Review and recommend to the full Board of Directors, or approve, new executive compensation programs;
(ii) Review on a periodic basis the operations of the corporation’s executive compensation programs to determine whether they are
properly coordinated and achieving their intended purpose(s);
(iii) Establish and periodically review policies for the administration of executive compensation programs; and
(iv) Take steps to modify any executive compensation program that yields payments and benefits that are not reasonably related to
executive and corporate performance.
V.
ANNUAL PERFORMANCE EVALUATION