Compensation Committee Charter
Author(s) -
Frederick D. Lipman,
Steven E. Hall
Publication year - 2012
Language(s) - English
Resource type - Book series
DOI - 10.1002/9781119197621.app1
Subject(s) - charter , compensation (psychology) , political science , computer science , psychology , law , social psychology
The Compensation Committee (the “Committee”) of the Board of Directors of First Solar, Inc. (such board of directors, the “Board” and First Solar, Inc., the “Company”) shall (i) review the Company’s compensation practices and policies (including as applicable to the Company’s directors and executive officers (within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), (ii) annually review the compensation of the Company’s directors and executive officers, including the Company’s Chief Executive Officer (the “CEO”) and, in the case of such directors, make recommendations to the Board regarding such compensation and, in the case of such executive officers, approve such compensation, (iii) annually evaluate CEO performance, (iv) prepare any report related to director and executive compensation, any compensation consultant, legal counsel or other advisor (individually or collectively, as applicable, the “Advisor”) retained by the Committee, and any other matters required to be reported by the Committee under the listing standards of the National Association of Securities Dealers Quotation System (such listing standards, as amended from time to time, the “Listing Standards”) or other applicable law in connection with the Company’s proxy statement, annual report or other required filings, (v) review and discuss other compensation-related disclosure for the Company’s proxy statement, annual report or other required filings with the Company’s management and make recommendations to the Board with respect to such disclosure, (vi) determine, in its sole discretion, (a) whether to retain or terminate the engagement of any Advisor (or otherwise obtain the advice of an Advisor), (b) the independence of such Advisor (in accordance with the Listing Standards, Rule 10C-1(b)(4) promulgated under the Exchange Act, and other applicable law) and (c) the amount of compensation that is reasonable payment to such Advisor, the funding for which shall be provided by the Company, and (vii) annually review and reassess the adequacy of this charter.
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