Attached files
| file | filename |
|---|---|
| 8-K - Guanwei Recycling Corp. | v169330_8k.htm |
| EX-2.1 - Guanwei Recycling Corp. | v169330_ex2-1.htm |
| EX-3.1 - Guanwei Recycling Corp. | v169330_ex3-1.htm |
| EX-14.1 - Guanwei Recycling Corp. | v169330_ex14-1.htm |
| EX-99.1 - Guanwei Recycling Corp. | v169330_ex99-1.htm |
| EX-16.1 - Guanwei Recycling Corp. | v169330_ex16-1.htm |
| EX-99.3 - Guanwei Recycling Corp. | v169330_ex99-3.htm |
Exhibit 99.2
CHARTER
FOR THE COMPENSATION COMMITTEE
OF
THE BOARD OF DIRECTORS
OF
MD
HOLDINGS CORP.
Adopted
December 4, 2009
CHARTER
FOR THE COMPENSATION COMMITTEE
OF
THE BOARD OF DIRECTORS
OF
MD
HOLDINGS CORP.
|
1.
|
PURPOSE:
|
The
purpose of the Compensation Committee (the “Committee”) established
pursuant to this charter is to review and make recommendations to the Board of
Directors (the “Board”)
regarding all forms of compensation to be provided to the executive officers and
directors of MD Holdings Corp. and its subsidiaries (the “Company”), including stock
compensation and loans, and all bonus and stock compensation to all
employees.
The
Committee has the authority to undertake the specific duties and
responsibilities listed below and will have the authority to undertake such
other specific duties as the Board from time to time prescribes.
|
2.
|
MEMBERSHIP
AND ORGANIZATION:
|
Composition. The
Committee shall consist of at least three (3) members of the Board, all of whom
shall be independent directors, in accordance with the rules of the NASDAQ Stock
Market. The Board may designate one member of the Committee as its
Chairperson. The members of the Committee will be appointed by a
majority of the Board. No member of the Committee shall be removed,
except by a majority vote of the directors then in office.
Meetings.
It is anticipated that the Committee will meet at least two times each
year. However, the Committee may establish its own schedule, which it
will provide to the Board in advance.
At a
minimum of one of such meetings annually, the Committee will consider stock
plans, performance goals and incentive awards, and the overall coverage and
composition of the compensation package.
The
Committee will maintain written minutes of its meetings, which minutes will be
filed with the minutes of the meetings of the Board. The chief
executive officer of the Company may not be present during voting or
deliberations regarding the compensation of the chief executive
officer.
|
3.
|
RESPONSIBILITIES
AND DUTIES:
|
The
responsibilities and duties of the Committee shall include:
1. Reviewing
and making recommendations to the Board regarding the compensation policy for
executive officers of and directors of the Company, and such other officers of
the Company as directed by the Board;
2. Reviewing
and making recommendations to the Board regarding all forms of compensation
(including all “plan” compensation, as such term is defined in Item 402(a)(7) of
Regulation S-K promulgated by the Securities and Exchange Commission, and all
non-plan compensation) to be provided to the executive officers of the
Company;
3. Reviewing
and making recommendations to the Board regarding general compensation goals and
guidelines for the Company’s employees and the criteria by which bonuses to the
Company’s employees are determined;
4. Acting
as Administrator of any Stock Option Plan and administering, within the
authority delegated by the Board, any Employee Stock Purchase Plan adopted by
the Company. In its administration of the plans, the Committee may, pursuant to
authority delegated by the Board, grant stock options or stock purchase rights
to individuals eligible for such grants and amend such stock options or stock
purchase rights. The Committee shall also make recommendations to the
Board with respect to amendments to the plans and changes in the number of
shares reserved for issuance hereunder;
5. Reviewing
and making recommendations to the Board regarding other plans that are proposed
for adoption or adopted by the Company for the provision of compensation to
employees of, directors of and consultants to the Company;
6. Preparing
a report (to be included in the Company’s proxy statement) which describes: (a)
the criteria on which compensation paid to the Chief Executive Officer for the
last completed fiscal year is based; (b) the relationship of such compensation
to the Company’s performance; and (c) the Committee’s executive compensation
policies applicable to executive officers; and
7. Authorizing
the repurchase of shares from terminated employees pursuant to applicable
law.
|
4.
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REPORTS:
|
The
Committee will provide written reports to the Board of the Company regarding
recommendations of the Committee submitted to the Board for action, and copies
of the written minutes of its meetings.
|
5.
|
EVALUATION
OF COMMITTEE PERFORMANCE
|
The
Committee shall on an annual basis, evaluate its performance under this
Charter. The Committee shall address all matters that the Committee
considers relevant to its performance. The Committee shall deliver a
report setting forth the results of its evaluation, including any recommended
amendments to this Charter and any recommended changes to the Company of the
Board’s policies or procedures.
|
6.
|
COMMITTEE
RESOURCES
|
The
Committee shall have the authority to obtain advice and seek assistance from
internal and external legal, accounting and other advisors. The
Committee shall have sole authority to retain and terminate any compensation
consultant to be used to evaluate director or officer compensation, including
sole authority to approve the consulting firm’s fee and retention
terms.
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