Diversinet Corp.
Compensation Committee Charter
Purpose
The purpose of the Compensation Committee is (i) to represent and assist the Board of Directors in discharging its oversight responsibilities in regard to fairly rewarding the Company’s key senior management employees through compensation and appropriate performance incentives; (ii) to assist the board and the Chief Executive Officer in attracting, evaluation and retaining key senior management; and (iii) to produce an annual report on executive compensation for inclusion in the Company’s documentation published in accordance with applicable rules and regulations.
Composition
The Compensation Committee will consist of at least two members of the Board who, when feasible, satisfy the independence requirements under the rules of the Company’s regulatory body or stock exchange, as such requirements are interpreted by the Board in its business judgment. The Committee shall, when feasible, ensure that the majority of the members for the Committee are resident Canadians. The Board shall designate one member as Chairman or delegate authority to designate a Chairman to the Compensation Committee.
Procedure, Powers and Duties
The Committee will meet at least two times a year, with authority to convene additional meetings, as circumstances require. All Committee members are expected to attend each meeting. Any director of the Company may attend meetings of the Committee at the Committee Chairman’s invitation, but may not vote and may not be included for purposes of quorum requirements. At least one meeting of the Committee annually shall be with the Company’s Chief Executive Officer; however, the Committee shall also regularly meet without management present. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials.
No business shall be transacted by the Committee except at a meeting where a majority of the members are present, either in person or by tele or video conference.
The Committee may engage outside consultants to advise it in matters relating to this mandate at the Company’s expense, without the prior approval of the Board.
The Committee’s business will be recorded in minutes of the Committee, which may, at the request of the Board, be submitted to the Board.
The Committee shall annually;
- articulate a job description, as well as performance goals and criteria for the Chief Executive Officer, and review actual performance relative to such description, performance goals and criteria;
- based on such reviews, recommend to the Board the Chief Executive Officer’s compensation;
- review the Chief Executive Officer’s evaluation of the senior management employees of the Company;
- based on the Chief Executive Officer’s reviews, recommend to the Board the compensation of the Company’s senior management employees.
In recommending compensation packages for the Chief Executive Officer and the Company’s senior management employees, the Committee shall take into account the competitiveness and appropriateness of such compensation, as well as any other factors that the Committee, in its judgement and based on industry comparison and outside advice, feels it is prudent to consider. In seeking the proper balance of compensation of the Chief Executive Officer and the Company’s senior management employees, the Committee shall consider all forms of compensation, including salary, benefits and performance incentives such as the right to participate in stock option plans or deferred share unit plans.
The Committee shall annually prepare, for inclusion in the Company’s published documentation in accordance with applicable rules and regulations, describing the Committee’s composition, responsibilities and how they are discharged, and a report on the compensation of the Company’s Chief Executive Officer and its senior management employees.
The Committee shall perform any other related activities as requested by the Board.
Mandate Reviews
The Committee shall annually review its performance relative to this Mandate. The Committee shall regularly review the adequacy of this Mandate and recommend changes to the Board.
