Attached files
Exhibit
99.2
CHARTER
OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF HOME SYSTEM
GROUP
ADOPTED
AS OF NOVEMBER 30, 2009
The Compensation Committee’s
responsibilities and powers as delegated by the board of directors are set forth
in this Charter. Whenever the Committee takes an action, it shall exercise its
independent judgment on an informed basis that the action is in the best
interests of the Company and its stockholders.
I. PUPOSE
AND AUTHORITY OF THE COMMITTEE
The Compensation Committee (the
“Committee”) of the Board of Directors (the “Board”) of Home System Group (the
“Company”) shall evaluate and recommend to the Board, as appropriate, the
compensation philosophy and practices of the Company with respect to is
Executive Officers (as such term is defined in the rules and regulations of the
Securities and Exchange Commission “SEC”) to be the Company’s President, any
vice president in charge of a principal business unit, division or function
(such as sales, administration or finance), any other officer who performs a
policy making function or any other person who performs similar policy making
functions for the Company) and administer the Company’s stock option plans, and
it shall perform any other responsibilities vested in it pursuant to this
charter.
II
COMPOSITION OF THE COMMITTEE
The Committee shall be comprised of
three or more members of the Board. The members of the Committee shall satisfy
all applicable requirements then in effect of the NYSE Amex, or any stock
exchange or national securities association on which the Company’s securities
are listed or quoted and any other applicable regulatory requirements, including
without limitation requirements relating to director independence, nomination
and size of the Committee. In addition, at least two of the Committee members
shall qualify as (1) “non-employee directors” within the meaning of Rule 16b-3
of the Securities Exchange Act of 1934 (the “Exchange Act”) and (2) “outside
directors” under the regulations promulgated under Section 162(m) of the
Internal Revenue Code of 1986, as amended (the “Code”) Collectively, the
requirements set forth in the immediately preceding two sentences are referred
to as the “Independence Requirements”.
The members of the Committee shall be
appointed annually to one-year terms by majority vote of the Board, upon
recommendation of the Nominating Committee, at the first meeting of the Board
following the annual meeting of the Company’s stockholders and shall serve until
such member’s successor is duly elected and qualified or until such member’s
earlier resignation, retirement, removal from office or death. The members of
the Committee may be removed, with or without cause, by a majority vote of the
Board. Vacancies on the Committee shall be filled by ma vote of the Board at the
next Board meeting following the occurrence of the vacancy or as soon as
practicable thereafter.
Unless a Chair is elected by the full
board, the members of the Committee shall designate a Chair by majority vote of
the full Committee meetings. The Chair shall establish an annual calendar with a
proposed agenda of the compensation-related matters to be addressed at each of
the Committee’s scheduled meetings during the year. Committee members are
expected to make suggestions for agenda items. A vacancy in the position of
Committee Chair shall be filled by majority vote of the Committee at the next
Committee meeting following the occurrence of the vacancy or as soon as
practicable thereafter.
III.
MEETINGS AND PROCEDURES OF THE COMMITTEE
The Committee shall meet as often as
its members deem necessary to fulfill the Committee’s responsibilities. A
majority of the Committee members shall constitute a quorum for the transaction
of the Committee’s business. The Committee shall act upon the vote of a majority
of its members at a duly called meeting at which a quorum is present Any action
of the committee may be taken by a written instrument signed by all of the
members of the Committee. The Committee shall have the authority to establish
other rules and procedures for notice and conduct of its meetings consistent
with the company’s bylaws and this Charter. A majority of the members of the
Committee present in person or by means of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other shall constitute a quorum.
The Committee may form subcommittees
for any purpose that the Committee deems appropriate and may delegate to such
subcommittees such power and authority within the scope of the Committee’s
authority as the Committee deems appropriate; provided, however, that no
subcommittee shall consist of fewer than two members; and provided further that
the Committee shall not delegate to a subcommittee any power or authority
required by any applicable law, regulation or listing standard to be exercised
by the Committee as a whole.
All non-management directors that are
not members of the Committee may attend meetings of the Committee but may not
vote. Additionally, the Committee may invite to its meetings any director,
member of management of the Company and such other persons as it deems
appropriate in order to carry out its responsibilities. However, when necessary,
the Committee may meet in executive session without such other persons present,
and in all cases such officers shall not be present at meetings at which their
performance and compensation are being discussed and determined.
Following each of its meetings, the
Committee shall report its deliberations at the next meeting of the Board,
including a description of all actions taken by the committee at the meeting and
an identification of any matters that require action by the Board. The Committee
shall keep written minutes of its meetings which shall be maintained with the
books and records of the Company.
IV
COMMITTEE AUTHORITY AND RESPONSIBILITIES
The following functions shall be the
recurring activities of the Committee in carrying out its responsibilities
outlined in Section I of this Charter. These functions should serve as a guide
with the understanding that the Committee may carry out additional or substitute
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 I of this Charter.
The Committee shall have the following
specific powers and duties:
1. To review and approve the Company’s
overall compensation philosophy and policies for executive officers of the
Company and its subsidiaries generally; to review and approve the compensation,
including salary, bonuses and benefits of the executive officers of the Company
other than the President; and to review and recommend the compensation of the
President (including salary, bonuses and benefits) for approval by all of the
directors serving on the Board who satisfy the Independence
Requirements;
2. To
review and approve the corporate goals and objectives relevant to the
compensation of executive officers of the Company and its subsidiaries,
including the President, with the primary overall objectives of the Company’s
executive compensation program focused on attracting, retaining and motivating
the Company’s management, providing a strong link between executive compensation
and performance and such other objectives as may from time to time be determined
by the Committee to be in the best interests of the Company. The committee shall
oversee and evaluate the performance of the executive officers in light of such
goals and objectives, request and obtain detailed information about executive
compensation packages and, based on such review and supplemental executive
retirement plans, severance payments, change-in-control agreements and all other
compensation and benefits of the executive officers;
3. To
request that management obtain information in order for the Committee to assess
executive compensation, including compensation surveys and studies of the
compensation practices of comparable companies;
4. To oversee, review, monitor and make
recommendations to the board with respect to compensation plans, equity-based
plans and plans pertaining to incentive compensation, pensions, benefits and
retirement savings and to exercise all the authority of the Board with respect
to the administration and interpretation of such plans;
5. To review and approve all awards of
shares or share options pursuant to the Company’s plans;
6. To review and approve any employment
contract or related agreement, such as a severance arrangement or a
supplementary pension, for any executive officer;
7. To review director compensation, if
any, and recommend from time to time to the Board any proposed changes in such
compensation;
8. To review periodically the need for
a Company policy regarding compensation paid to the Company’s executive officers
in excess of limits deductible under Section 162(m) of the Code;
9. To review executive officer and
director indemnification and insurance matters;
10. To serve as a counseling committee
to the President of the Company regarding matters of key personnel selection,
compensation matters and such other matters as the Board may from time to time
direct;
11. To review the procedures and
policies of the Company designed to ensure compliance with applicable laws and
regulations relating to compensation of executive officers and to monitor the
results of these compliance efforts;
12. To maintain minutes or other
records of meetings and activities of the Committee and to report to the Board
following meetings of or actions taken by the Committee;
13. To have prepared and to review and
discuss with management the Company’s compensation discussion and analysis
disclosure required by the SEC and, based on this review and discussion,
recommend to the Board the inclusion of such disclosure in the Company’s proxy
statement or annual report, in accordance with applicable rules and regulations
promulgated by the SEC, NASDAQ and other regulatory bodies;
14. To conduct or authorize
investigations into any matters within the Committee’s purpose and
powers;
15. To review and reassess the powers
of the Committee and the adequacy of this Charter periodically and recommend any
proposed changes to the Board for approval;
16. To conduct an annual performance
review and evaluation of the Committee; and
17. To consider such other matters in
relation to the compensation polices of the Company as the Committee or the
Board may, in its discretion, determine to be advisable.
V DELEGATION
OF DUITES
In fulfilling its responsibilities, the
Committee is entitled to form and delegate any or all of its responsibilities to
a subcommittee consisting of one or more members of the Committee, when
appropriate and permitted by applicable legal and regulatory requirements;
provided, however, that the Committee shall not delegate its responsibilities
for any matters that involve executive compensation or any matters where it has
determined such compensation is intended to comply with Section 162(m) of the
Code or is intended to be exempt form Section 16(b) under the Exchange Act
pursuant to Rule 16b-3, unless the members of such subcommittee qualify as
“outside directors” under Section 162(m) and “non-employee directors” under Rule
16b-3. Where so permitted, a subcommittee of the Committee may exercise the
powers and authority of the Committee and the Board while acting within the
scope of the powers and responsibilities delegated to it.
If any Committee member does not
qualify as a “non-employee director” for purposes of Rule 16b-3 under the 1934
Act and as an “outside director” under Section 162(m)of the Code, the Committee
shall establish a subcommittee (the “Section 162(m) Subcommittee”) whose members
shall qualify as “non-employee directors” for purposes of Rule 16b-3 under the
1934 Act and “outside directors” under Section 162(m) of the Code, and whose
duties shall include (1) the approval of grants of stock options to the
Company’s executive officers, including the President, in accordance with Rule
16b-3 under the 1934 Act, (2) the adoption of performance goals with respect to
performance based compensation for executive officers including the president in
accordance with Section 162(m) of the Code, (3) the determination of whether
performance goals have been met before performance-based compensation is paid to
executive officers in accordance with Section 162(m) of the Code, (4) the
administration of the Company’s 2007 performance Incentive Equity Plan and (5)
any other action required to be performed by a committee or subcommittee of
“non-employee directors” (pursuant to Rule 16b-3) and “outside directors”
(pursuant to Section 162(m))
VI EVALUATION
OF THE CHARTER
The Committee shall periodically, and
at least annually, evaluate this charter. The committee shall report to the
Board the results of its evaluation, including any recommended amendments to
this charter and any recommended changes to the Company’s or the Board’s
policies or procedures.
VII COMMITTEE
RESOURCES
The Committee, in discharging its
oversight role, is empowered to study or investigate any matter of interest or
concern that the Committee deems appropriate. The Committee shall have the
authority to retain special legal, accounting or other advisers to advise the
Committee, including without limitation the sole authority to retain and
terminate any compensation consulting firm used to assist in the evaluation of
Director, President, or senior executive compensation and the sole authority to
approve such firm’s fees and other retention terms. The Company shall provide
for appropriate funding for such counsel or experts retained by the
Committee.
VIII UNDERSTANDING
AS TO THE COMMITTEE’S ROLE
Management of the Company is
responsible for the day-to-day operation of the Company’s business. As a result,
the Company’s officers and employees and other persons who may be engaged by the
Committee may have more time, knowledge and detailed information about the
Company than do the Committee members. The Committee will review information,
opinions, reports or statements presented to the Committee by the Company’s
officers or employees or other persons as to matters the Committee members
reasonably believe are within such other person’s professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Company. While the Committee has the responsibilities and powers set forth in
this Charter, each member of the Committee, in the performance of his or her
duties, will be entitled to rely in good faith upon reports presented to the
Committee by these experts. Accordingly, the Committee’s role does not provide
any special assurances with regard to matters that are outside the Committee’s
area of expertise or that are the traditional responsibility of
management.