Published on
EXHIBIT
4.5
EUGENIC
CORP.
COMPENSATION COMMITTEE
CHARTER
This
Compensation Committee Charter (the “Charter”) has been adopted by the Board of
Directors (the “Board”) of Eugenic Corp. (the “Company”). The
Compensation Committee of the Board (the “Committee”) shall review and reassess
this charter annually and recommend any proposed changes to the Board for
approval.
Composition
The
Compensation Committee will be comprised of two independent directors in
accordance with applicable regulatory authorities.
The
Committee members will be elected annually at the first meeting of the Board of
Directors following the annual general shareholders meeting.
One
member of the Committee shall be appointed as chair. The chair shall
be responsible for leadership of the Committee, including scheduling and
presiding over meetings.
Responsibilities
The
Committee’s mandate and responsibility is to make recommendations to the Board
on all matters relating to the compensation of directors, the members of the
various committees of the Board and the senior officers of the
Company. For the purpose of its mandate, the Compensation Committee
reviews all aspects of compensation paid to directors, committee members,
management and employees to ensure the Company’s compensation programs are
competitive, ensuring the Company can attract, motivate and retain high calibre
individuals. Such review will include but not be limited to the
following matters:
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(a)
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Compensation
arrangements, policies and guidelines for the Senior Executives, as well
as supervisory and management
personnel;
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(b)
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Corporate
benefits (car allowance, medical and life insurance, retirement plan,
expense accounts, etc.);
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(c)
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Incentive
plans, along with global payment information as it applies to Senior
Executives;
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(d)
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Evaluation
of the performance and compensation of the Chief Executive Officer and
other Senior Executives;
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(e)
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To
compare, periodically, the total remuneration for the Senior Executives
with the remuneration practices of similar companies in similar
industries;
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(f)
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Policies
regarding the Incentive Stock Option Plan of the Company and the granting
of Stock Options to members of the Board of Directors, management and
employees of the Company;
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(g)
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Compensation
levels for members of the Board of Directors, as well as for Compensation
Committee members, including the compensation of the Chairman of the Board
of Directors and any chairman of Board Committees;
and
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(h)
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Succession
plan for the Chief Executive Officer and for key employees of the
Company.
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The
Compensation Committee will provide an annual report on executive compensation
to the shareholders of the Company in the Management’s Information Circular
prepared for the annual meeting of the shareholders.
The
Compensation Committee shall, to the full extent permitted by applicable law
have the power to delegate its authority to subcommittees or individual members
of the Compensation Committee as it deems appropriate. In addition, the
Compensation Committee shall have the power to delegate its authority to other
members of the Board of Directors and to members of management as it deems
appropriate, to the full extent permitted by applicable law.
The
foregoing list is not intended to be exhaustive, and the Compensation Committee
shall, in addition, have such powers as may be necessary or appropriate in
furtherance of the objectives set forth in this Charter or as may, from time to
time, be delegated by the Board of Directors. The adoption of this Charter shall
not be construed to reduce any power or authority previously delegated to the
Compensation Committee by the Board of Directors.
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Meetings
The
Committee will meet regularly at times necessary to perform the duties described
above in a timely manner, but not less than once a year. Meetings may be held at
times deemed appropriate by the Committee.
These
meetings may be with representatives or appropriate members of management, all
either individually or collectively as may be required by the Chairman of the
Committee.
The
Chairman of the Committee will report periodically to the Board of
Directors.
Authority
to Retain Advisors
In the
course of its duties, the Committee shall have the sole authority, at the
Company’s expense, to retain and terminate compensation consultants, as the
Committee deems advisable, including the sole authority to approve any such
advisor’s fees and other retention terms.
Dated
this 30th day of January 2009
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