WORLDWIDE | INVESTORS | CAREERS | SUPPORT | CONTACT US
Openwave Systems, Inc.
Investors
 
Home > Investors > Corporate Governance > Board Committees
  Print this Page Email this Page  
  Compensation Committee Charter
  

 
  1. Authority
    The Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Openwave Systems Inc. (the "Company") is established pursuant to Article 4.1 of the Company's Amended and Restated Bylaws and Section 141(c) of the Delaware General Corporation Law.

  2. Purpose
    The Committee shall:
    1. Discharge the responsibilities of the Board to the shareholders, potential shareholders and investment community with respect to the corporation's compensation programs and compensation of the corporation's executives; and
    2. Produce an annual report on executive compensation for inclusion in the corporation's annual proxy statement, in accordance with applicable rules and regulations of The NASDAQ Stock Market, Inc. ("NASDAQ"), Securities and Exchange Commission (the "SEC") and other applicable regulatory bodies.

  3. Structure and Operations

    Composition and Qualifications
    The Committee shall be comprised of two or more members of the Board, each of whom is determined by the Board to be "independent" under the rules of NASDAQ. Additionally, no director may serve unless he or she (i) is a "Non-employee Director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (ii) satisfies the requirements of an "outside director" for purposes of Section 162(m) of the Internal Revenue Code.

    Appointment and Removal
    The members of the Committee shall be appointed by the Board and shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board.

    Chairman
    Unless a Chairman is elected by the full Board, the members of the Committee shall designate a Chairman by majority vote of the full Committee membership. In the event the Committee consists of more than two members, the Chairman shall be entitled to cast a vote to resolve any ties. The Chairman will chair all regular sessions of the Committee and set the agenda for Committee meetings.

    Delegation to Subcommittees
    In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee.

  4. Meetings
    The Committee shall meet at least two times annually, or more frequently as circumstances dictate. The Chairman of the Board or any member of the Committee may call meetings of the Committee.

    As part of its review and establishment of the performance criteria and compensation of designated key executives, the Committee should meet separately at least on an annual basis with the CEO, the corporation's principal human resources executive, and any other corporate officers as it deems appropriate. However, the Committee should meet regularly without such officers present, and in all cases such officers shall not be present at meetings at which their performance and compensation are being discussed and determined. Meetings of the Committee may be held telephonically.

    The Committee may invite to its meetings any director, officer or employee of the corporation and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities, including non-management directors who are not members of the Committee.

  5. Responsibilities and Duties
    The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities outlined in Section 2 of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section 2 of this Charter. The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the sole authority to retain outside counsel or other experts for this purpose, including the authority to approve the fees payable to such counsel or experts and any other terms of retention.

    Setting Compensation for Executive Officers:
    1. Establish and review the overall compensation philosophy of the corporation.
    2. Review and approve corporate goals and objectives relevant to CEO and other executive officers compensation, including annual performance objectives.
    3. Evaluate the performance of the CEO and other executive officers in light of these criteria and, based on such evaluation, review and approve the annual salary, bonus, stock options and other benefits, direct and indirect, of the CEO and other executive officers.
    4. In connection with executive compensation programs:
      1. Review and recommend to the full Board, or approve, new executive compensation programs;
      2. 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);
      3. Establish and periodically review policies for the administration of executive compensation programs; and
      4. Take steps to modify any executive compensation program that yields payments and benefits that are not reasonably related to executive and corporate performance.
    5. Establish and periodically review policies in the area of senior management perquisites.
    6. Consider policies and procedures pertaining to expense accounts of senior executives.
    7. Review and make recommendations to the full Board, 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 with respect to the corporation's incentive-compensation plans and equity, restricted stock unit, stock appreciation right or other similar award plans (collectively, "equity-based plans"), and oversee the activities of the individuals responsible for administering those plans.
    2. Review and approve equity-based plans of the corporation that are not otherwise subject to the approval of the corporation's shareholders.
    3. Delegate to a committee of the Board consisting of one or more members of the Board, the authority to make awards to non-executive officers under the equity-based plans, in accordance with guidelines and policies set by the Committee.
    4. Review and make recommendations to the full Board, or approve, awards pursuant to the corporation's equity-based plans.
    5. Monitor compliance by executives with the rules and guidelines of the corporation's equity-based 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 an annual report on executive compensation for inclusion in the corporation's proxy statement, in accordance with applicable rules and regulations of NASDAQ, SEC and other applicable regulatory bodies.
    2. Report regularly to the Board (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 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.

  6. Annual Performance Evaluation
    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 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.
  



 
  Principles and Policies
    Corporate Governance Principles
    Code of Conduct
    Senior Officer Code of Ethics
    Whistleblower Policy
    CEO Succession Plan
    Policy requiring directors to submit resignation if job changes
    Policy limiting outside directors to 5 or fewer public company or mutual fund boards
    Director stock ownership guidelines
    Executive stock ownership guidelines
  Board of Directors
  Board Committees
    Nominating & Corporate Governance Committee
    Audit Committee
    Compensation Committee
  Certificate of Incorporation
 
 
TERMS AND CONDITIONS | PRIVACY POLICY | SITE MAPCopyright © 2000-2008 Openwave Systems Inc.