Attached files
| file | filename |
|---|---|
| 8-K - TOP FLIGHT GAMEBIRDS, INC. | v212008_8k.htm |
| EX-99.3 - TOP FLIGHT GAMEBIRDS, INC. | v212008_ex99-3.htm |
| EX-14.1 - TOP FLIGHT GAMEBIRDS, INC. | v212008_ex14-1.htm |
| EX-99.1 - TOP FLIGHT GAMEBIRDS, INC. | v212008_ex99-1.htm |
COMPENSATION
COMMITTEE CHARTER
Statement
Of Policy
The
Compensation Committee (the "Compensation Committee") of the Board of Directors
of Global Pharm Holdings Group, Inc. (the "Company") shall provide assistance to
the Board of Directors in discharging the Board of Directors' responsibilities
relating to management organization, performance, compensation and
succession.
Organization
The
members of the Compensation Committee shall be appointed by the Board of
Directors from time to time after considering the recommendation of the
Company's Nominating Committee and upon a determination by the Board of
Directors that the nominees meet all required qualifications for Compensation
Committee membership. Members of the Compensation Committee and may be removed
by the Board of Directors. The Compensation Committee shall meet on the call of
its chairman. The Compensation Committee has the authority to retain and
terminate advisors to assist in discharging its duties, including the authority
to approve such advisors' fees and retention terms. Half of the members of the
Compensation Committee shall be a quorum to transact business. The Nominating
Committee will recommend to the Board of Directors, and the Board of Directors
will designate, the Chairman of the Compensation Committee. If a
Nominating Committee does not exist, the Board of Directors will recommend the
Chairman of the Compensation Committee.
Committee
Authority and Responsibilities
In
discharging its responsibilities for management organization, performance,
compensation and succession, the Compensation Committee shall:
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Consider
and authorize the compensation philosophy for the Company's
personnel.
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Review
and approve corporate goals and objectives relevant to chief executive
officer and senior management compensation, evaluate chief executive
officer and senior management performance in light of those goals and
objectives and, either as a committee or together with other independent
directors (as directed by the Board of Directors), determine and approve
chief executive officer and senior management compensation based on this
evaluation.
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Nothing
in this Charter shall be construed as precluding discussions of chief
executive officer and senior management compensation with the Board of
Directors generally, as it is not the intent of this Charter to impair
communication among members of the Board of
Directors.
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Annually
review and approve perquisites for the chief executive officer and senior
management.
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Consider
and make recommendations to the Board of Directors on matters relating to
organization and succession of senior
management.
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Consider
and approve the report of the Compensation Committee for inclusion in the
Company's proxy statement.
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Make
recommendations to the Board of Directors with respect to the Company's
employee benefit plans.
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Administer
incentive, deferred compensation and equity based
plans.
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Annually
review and update this Charter for consideration by the Board of
Directors.
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Annually
evaluate performance and function of the Compensation
Committee.
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Report
the matters considered and actions taken by the Compensation Committee to
the Board of Directors.
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