The Human Resources Committee shall (1) discharge the Board’s responsibilities relating to compensation of the Company’s executive officers, (2) approve and evaluate all compensation of executive officers, including salaries, bonuses, and compensation plans, policies and programs of the Company, (3) review and discuss with management the Compensation Discussion and Analysis (“CD&A”) section of the Company’s Form 10-K and proxy and information statements and based on the foregoing determine whether to recommend to the Board that the CD&A be included in the Company’s Form 10-K and proxy and information statements and (4) produce the annual report regarding the CD&A section for inclusion in the Company’s proxy and information statements in accordance with applicable rules and regulations. In discharging its responsibilities, the Human Resources Committee, in its sole discretion, has the authority to appoint, compensate and provide oversight of the work of compensation consultants (with respect to executive compensation related matters), independent legal counsel and other advisers. The Company shall at all times provide for appropriate funding, as determined by the Human Resources Committee, for the payment of reasonable compensation to such advisers. The Human Resources Committee also has the authority to obtain advice and assistance from internal legal, accounting or other advisers.
Note: The Human Resources Committee of Ameren Corporation shall perform its committee functions for all Ameren Corporation subsidiaries which are registered companies pursuant to the Securities Exchange Act of 1934.