The Human Resources Committee shall consist of no fewer than three directors, the exact number to be determined from time to time by resolution of the Board. Each member of the Human Resources Committee shall satisfy the independence requirements of (i) Section 10C of the Securities Exchange Act of 1934 and the rules promulgated thereunder, (ii) the listing standards of the New York Stock Exchange (“NYSE”) and applicable laws and regulations and (iii) the Company’s Policy Regarding Nominations of Directors and, if deemed appropriate from time to time, meet the definition of “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934, and “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986. The Board shall appoint the Chair and the other members of the Human Resources Committee annually, considering the recommendation of the Nominating and Corporate Governance Committee. The members of the Human Resources Committee shall serve until their successors are appointed and qualify. The Board shall have the power at any time to change the membership of the Human Resources Committee and to fill vacancies in it, subject to such new member(s) satisfying the above requirements.
The Chair shall be responsible for leadership of the Human Resources Committee, including overseeing the agenda, presiding over the meetings and reporting to the Board. If the Chair is not present at a meeting, the members of the Human Resources Committee may designate a Chair. The Human Resources Committee shall meet at least twice each year and hold such other meetings from time to time as may be called by its Chair, the Chief Executive Officer (“CEO”) or any two members of the Committee. Meetings may also be held telephonically or actions may be taken by unanimous written consent. A majority of the members of the Human Resources Committee shall constitute a quorum of the Committee. The vote of a majority of the members of the full Human Resources Committee shall be the act of the Committee. Except as expressly provided in this Charter or the By-laws of the Company or as required by law, regulations or NYSE listing standards, the Human Resources Committee shall fix its own rules of procedure.