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NAME
Compensation Committee
Charter
There shall be a committee of the Board of Directors (the
"Board") of Vaaldiam Mining Inc. (the "Corporation") known
as the Compensation Committee (the "Committee").
GENERAL PURPOSE
The Committee has been established to assist the Board in (i)
discharging its responsibilities regarding compensation and
evaluation of the Corporation's executives and the members
of the Board; (ii) setting objectives for the Chief
Executive Officer and (iii) evaluating the Chief Executive
Officer's performance.
COMPOSITION
The Committee membership shall be comprised of as many
members as the Board shall determine, but in any event not
fewer than three members. The Committee's composition shall
meet all independence, legal and regulatory requirements.
The Board shall designate the Chair of the Committee and in
so doing shall consider the recommendation of the Committee.
Each member shall continue to be a member until a successor
is appointed, unless the member resigns, is removed or
ceases to be a director. The Board, following consultation
with the Corporate Governance and Nominating Committee, may
fill a vacancy at any time.
COMMITTEE MEETINGS
The Chairman of the Committee, following consultation with
Committee members, shall determine the schedule and
frequency of the Committee meetings provided that the
Committee shall meet a minimum of twice a year including
once prior to the Board meeting to approve the Corporation's
Report on Executive Compensation contained in the management
information circular for the Corporation's Annual Meeting.
Additional meetings will be scheduled as required in
response to specific circumstances. The Chairman of the
Committee shall develop and set the Committee's agenda in
consultation with members of the Committee, the Board and
management. To the extent possible, a schedule for each of
the meetings will be disseminated to Committee members as
early in each year as practicable. A detailed agenda for
each meeting will be disseminated to Committee members as
far in advance of each meeting as is practicable.
RESPONSIBILITIES
The Committee is mandated to carry out the following
responsibilities:
A. Directors' Compensation
The Committee shall consider the form and amount of
directors' compensation. The Committee shall periodically
review such compensation, taking into consideration such
factors as time commitment, compensation at comparable
public corporations, and responsibilities, to ensure such
compensation is reasonable, competitive, aligns the
interests of directors with those of shareholders and is
consistent with the time commitment, risks and
responsibilities involved in being an effective director.
B. Executive Compensation
The Committee shall:
- Review and, where appropriate, recommend
to the Board:
- The Corporation's
overall executive
compensation strategy in
conjunction with the Chief
Executive Officer, including
competitive industry
positioning, weighting of
compensation elements and
relationship of compensation
to performance.
- At least annually, the
Chief Executive Officer's
recommendation for all
corporate compensation and
benefit plans including
proposed salary ranges,
bonuses, stock options, and
any other forms of
compensation.
- Annually the Chief
Executive Officer's
recommendation for salaries,
budgets, organization and
manpower plans, and
succession planning.
- Annually, performance
appraisals and overall
compensation as recommended
by the Chief Executive
Officer for senior officers.
- After consultation with
the Chief Executive Officer,
appointment of new officers.
- Annually, the
compensation of the Chief
Executive Officer.
- Employment and pay
equity issues.
- Any proposed new plan
involving compensation and
benefits.
- The terms of any
employment contracts or
change of control agreements
with senior management,
including termination
benefits.
- The making of a loan to
any director, officer or
employee for any reason
whatsoever.
- The granting of stock
options pursuant to the
Corporation's Stock Option
Plan
- The granting of
incentives pursuant to the
Corporation's Stock
Incentive Plan.
- The Committee shall prepare such reports
as are necessary or required for disclosure
to shareholders with respect to the
Corporation's compensation policies and
practices and, in particular, in regard to
the Chief Executive Officer's compensation
the factors used as the basis for
compensation, their relative weighting and
their relation to the competitive
marketplace and to corporate performance.
C. Report to Board
The Committee shall report periodically, but not less than
once annually, to the Board and shall submit to the Board
the minutes of its meetings.
D. Other
Perform any other activities consistent with this Charter,
the Corporation's by-laws or as delegated by the Board from
time to time.
RESOURCES
The Committee shall have the sole authority to retain (or
terminate) consultants to assist the Committee in the
evaluation of directors, the Chief Executive Officer or
executive compensation. The Committee shall be provided with
the necessary funding to compensate any advisors retained by
the Committee. The Committee shall have full access to the
Corporation's books, records, facilities and personnel.
REVIEW OF CHARTER
The charter of the Committee will be reviewed by the Board
at least once per year and modified if necessary.
DELEGATION OF AUTHORITY
The Committee may delegate its authority and duties to
subcommittees or individual members of the Committee as it
deems appropriate.
LIMITATION ON THE OVERSIGHT ROLE OF THE COMMITTEE
Nothing in this Charter is intended, or may be construed, to
impose on any member of the Committee a standard of care or
diligence that is in any way more onerous or extensive than
the standard to which all members of the Board of Directors
are subject.
Each member of the Committee shall be entitled, to the
fullest extent permitted by law, to rely on the integrity of
those persons and organizations within and outside the
Corporation from whom he or she receives information, and
the accuracy of the information provided to the Corporation
by such persons or organizations.
APPROVED by the Board on the 9th day of May, 2006. |
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