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The Human Capital Committee (the “Committee”) is a committee of the Corporation’s Board of Directors (the “Board”) established to ensure the Board understands how People strategies support the mission and maintains visibility to organizational health since an engaged, diverse, and inclusive workforce drives better business outcomes.
The Committee also exercises good governance and fiduciary care in discharging its duty to advise on and review the total compensation paid to the Chief Executive Officer (“CEO”) and certain other executives of the Corporation who may be classified as Disqualified Persons within the meaning of section 4958 of the Internal Revenue Code (“Disqualified Persons”). Included in its governance and fiduciary responsibilities, the Committee reviews and approves the total compensation paid to certain executives employed by a Designated Entity. For purposes of this Charter, the term “Designated
Entity” shall mean the American Cancer Society Cancer Action Network or any future affiliate of the Corporation in which the Corporation has a controlling interest. For purposes of this Charter, total compensation includes, but is not limited to, salary, membership fees, incentives, bonuses, retention payments, severance payments, and all forms of deferred compensation, whether vested or unvested and all benefits whether or not included as income for tax purposes (e.g. medical, dental, life insurance, disability benefits). In this context, the term “Disqualified Person” includes:
An Inclusive Workforce Subcommittee (the “Subcommittee”) is a subset of the Human Capital Committee established to provide relevant updates that confirm our engaged, diverse, and inclusive workforce is working toward business outcomes linked to our organizational commitment to health equity.
The Committee and Subcommittee are each chaired by a Board member appointed by the Chair of the Board and are each composed of a minimum of three members, all of whom must be “independent voting members” of the Board without a “conflict of interest”, as such terms are defined in the attached EXHIBIT A. The Chair of the Board shall sit on the Committee ex officio, as a full voting member. Any question regarding a Committee member’s independence, conflict of interest or appearance of a conflict of interest will be reviewed by the Audit Committee and the Board for final resolution. Committee members are appointed by the Chair of the Board and approved by the Board. Committee members must each have current knowledge and understanding of fundamental human capital management topics, such as compensation and total rewards; diversity, equity, and inclusion; engagement; and organizational health measures. Committee members serve one-year terms beginning January 1st and ending December 31st of that same year or until the new Committee is appointed by the Chair of the Board Committee and Subcommittee membership is restricted to Board members but as needed, external expert ad-hoc individuals may be invited to Committee meetings or workgroups by the chair of the Committee to assist with its work. Ad-hoc members are advisory only and are not considered voting Committee members.
The Committee has the authority and responsibility to do the following for the Corporation and each Designated Entity:
The Committee will have the resources and authority it deems appropriate to discharge its duties and responsibilities, including the sole authority to select, retain, terminate, and approve the fees and other retention terms of appropriate professionals with relevant expertise, without seeking approval of the Board or management. Any such engagement shall be reported to the Board. Appropriate professionals are limited to: in-house and outside legal counsel; certified public accountants or accounting firms with expertise regarding the relevant tax law matters; and experienced independent compensation valuation experts who certify in their written opinion that they meet the standards set forth in the regulations implementing section 4958 of the Internal Revenue Code. All outside professional advisors selected by the Committee will be independent and have primary and direct reporting relationship with and accountability to the Committee. Copies of all documents material to the Committee’s responsibilities (including without limitation Committee meeting minutes, employment, severance and retention agreements, employee benefit policies, and documents received from legal counsel and consultants) shall be maintained and made available for the review and inspection of Committee members.
The Committee & Subcommittee will meet at least annually and as often as its chair or a majority of its members deems necessary or appropriate, either in person, telephonically or electronically, and at such times, places and manner as its chair and chair’s staff may determine. Deliverables, budget, and alternative meeting methods should be included in the decision-making process. The chair and chair’s staff will develop an agenda in advance of each meeting and communicate meeting details to Committee or Subcommittee members in a timely fashion.
As necessary, the Committee and Subcommittee will meet in joint sessions with other committees regarding items of concern to both.
The Committee and Subcommittee will produce a written report at the conclusion of each meeting, which will include an attendance record, a copy of the agenda and a full report of Committee and Subcommittee discussions with documented recommendations and decisions. These reports will be completed no more than three weeks following the meeting and forwarded to Committee and Subcommittee membership and the Office of Enterprise Governance for proper filing. In addition, a redacted version of these reports containing only the Committee and Subcommittee discussions related to each Designated Entity shall be forwarded to the Board of Directors or other appropriate governing body of such Designated Entity for proper filing.
The Committee will conduct periodic performance evaluations to review the performance of the Committee in relation to the requirements of this Charter and such other matters as the Committee deems appropriate.
Independent Voting Members:
A voting member of the Board of Directors or a committee will be considered “independent” only if he or she satisfies the following criteria:
Committee members who are associated with institutions that receive grants pursuant to the Corporation’s various Independent Peer Review Committees and the Council for Extramural Grants will not be treated as failing to satisfy the above criteria on the basis of their relationship to the recipient institutions.
Absence of a Conflict of Interest:
A member of the Committee does not have a conflict of interest with respect to a compensation arrangement if the member:
1 For purposes of these criteria, a “related organization” is an organization (1) that controls or is controlled by the Corporation; (2) is controlled by the same persons that control the Corporation (i.e., shared directors and officers); or (3) that qualifies (or claims to qualify) as a “supporting organization” for the Corporation within the meaning of Internal Revenue Code Section 509(a)(3).
2 Family members include spouses, ancestors, brothers and sisters (whether whole or half- blood), children (whether natural or adopted), grandchildren, great-grandchildren, and spouses of brothers, sisters, children, grandchildren, and great-grandchildren.