SALARY & ORGANIZATION COMMITTEE TERMS OF REFERENCE
The primary purposes of the Salary & Organization Committee are: (a) to assist the Board
in discharging its responsibilities relating to: (i) determining compensation for senior
executives; (ii) reviewing environmental, health, safety and wellness matters; and (iii)
reviewing succession and development plans; and (b) to make recommendations to the
Board on organizational changes, the appointment of senior officers and changes in
executive benefit programs. The Salary & Organization Committee is also responsible for
reviewing the compensation discussion and analysis for inclusion in the Corporation’s
proxy statement.
Composition of the Committee
The Committee will be composed of at least three directors, each of whom shall be
independent as determined by the Board. The members of the Committee will be
appointed and replaced by the Board from time to time. A majority of the members of the
Committee shall constitute a quorum.
Chair of the Committee
The Chair of the Committee shall be appointed by the Board from time to time. The
Chair shall be responsible for general leadership of the Committee, including preparing
the agenda, presiding over Committee meetings, and reporting to the Board following
Committee meetings on matters considered by the Committee. The Chair shall
encourage Committee members to ask questions and express views during meetings. If
the Chair of the Committee is not able to attend any meeting of the Committee, the
Chair shall arrange for another member to preside at the meeting in his or her absence,
failing which another member will be chosen by the Committee. The Chair shall take
reasonable steps to ensure that the responsibilities of the Committee as outlined in
these Terms of Reference are understood by all Committee members and executed as
effectively as possible.
Specific Responsibilities
1.
Review and approve initial compensation and subsequent adjustments for the
Corporate Secretary and all employees earning annual base salaries of $350,000
or more in light of company prospects and performance and market
competitiveness. Management will review with the Chair of the Committee (a) any
significant unusual arrangements (such as unusual bonus or severance
entitlements) for senior executives with annual base salaries less than $350,000;
and (b) compensation adjustments for the CEO’s direct reports who earn annual
base salaries of less than $350,000.
2.
Review and approve executive incentive programs and equity-based plans,
including Torstar share option program, restricted share unit program, medium term
incentive plans, annual performance bonuses, employee stock purchase plan and
the supplementary retirement income plan and any amendments thereto.
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3.
Review and approve corporate goals and objectives relevant to compensation of
the Chief Executive Officer, review the performance of the Chief Executive Officer
in light of the approved goals and objectives, and determine for recommendation to
the Board the CEO’s compensation, including perquisites and retirement plans,
based on this evaluation.
4.
Conduct annual review of succession and staff development plans for Torstar, the
Star Media Group, Metroland Media Group and any other significant business units.
5.
Make recommendations to the Board on organizational changes and the
appointment of the following senior officers:
Torstar
TSNL
Metroland
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Chief Executive Officer (CEO)
Chief Financial Officer (CFO)
Chief Operating Officer (if applicable)
Publisher
President (if applicable)
Editor-In-Chief
President
6.
Satisfy itself that the Corporation and its subsidiaries have developed and are
maintaining policies, practices and procedures which will ensure compliance with
the policies of the Corporation as to environmental and health and safety matters
and, in particular, that such policies, practices and procedures shall conform with
legislation regulating health and safety and the environment in the various
jurisdictions in which the Corporation and its subsidiaries conduct business.
7.
Review and approve the annual compensation discussion and analysis for
recommendation to the Board and inclusion in the Corporation’s proxy statement, in
accordance with applicable rules and regulations.
8.
Retain and terminate any consulting firms used to assist in the evaluation of
executive compensation, and any other outside advisor the Committee determines
to be necessary to permit it to carry out its duties, and approve the fees and other
retention terms of such advisors.
9.
Make regular reports to the Board.
10.
Conduct an annual performance evaluation of the Committee, with the assistance
of the Nominating & Corporate Governance Committee.
11.
Review and reassess the adequacy of these Terms of Reference no less than
annually and recommend any proposed changes to the Board for approval.
Terms of Reference-S&O-December 2014