BAR HARBOR BANKSHARES
COMPENSATION AND HUMAN RESOURCES COMMITTEE CHARTER
OF THE BOARD OF DIRECTORS
The Compensation and Human Resources Committee ("the Committee") will be appointed by the Board of Directors ("the Board") of Bar Harbor Bankshares (the "Company") to assist the Board with its responsibilities in overseeing policies, compensation and benefits programs, executive performance, and management succession plans.
The Committee will be responsible for making recommendations to the Board for approval with respect to such policies, compensation and benefit plans, executive performance, and management succession plans.
The Committee will also be responsible for preparing a report on executive compensation for the Company's proxy statement, in compliance with applicable rules and regulations.
Committee members will be nominated by the Governance Committee and elected annually. The Committee will be comprised of at least four independent directors. All Committee members must meet the independence test set forth under applicable NYSE Amex guidelines. A Chairperson will be recommended by the Governance Committee and elected by the Board. The Board may, at any time and in its complete discretion, remove any member of the Committee, add members to the Committee, and fill vacancies in the Committee.
The Committee will have the authority to seek the assistance and counsel of outside advisors or consultants (including compensation consultants) at the Company's expense, as it determines appropriate. The Committee shall assess and determine the independence of its outside advisors and determine if any conflicts of interest, and be responsible for resolving any conflicts of interests. The Committee will have the authority to independently investigate any personnel issue it feels appropriate. The Committee may delegate to a subcommittee of its members (including alternates) any of its functions, duties and authorities, with such terms, conditions, and limits the Committee decides appropriate, providing any such Committee must be comprised of independent directors and have a Committee charter.
The Committee will meet at least twice per year, but more frequently as necessary. The Committee may call executive sessions, as it deems appropriate.
The Committee may request any officer or employee of the Company; it's outside counsel, or retained vendor to attend committee meetings, meet with Committee members, or Committee consultants.
Committee members shall make every reasonable attempt to be present at all meetings.
VI. RESPONSIBILITIES AND DUTIES
The Committee will have the primary responsibilities of:
VII. WEBSITE POSTING
- Approving the Compensation Discussion and Analysis disclosures for inclusion in the annual Proxy Statement.
- Ensuring the Company's compensation and benefit programs are competitive and designed to enable Bar Harbor Bankshares to recruit, retain, and motivate talented individuals to carry out assigned goals and responsibilities to its shareholders, customers, and employees.
- The Committee shall be responsible for reviewing the most recent "Say on Pay" vote of the Shareholders and determine if any compensation arrangement previously approved should be changed or amended.
- The Committee shall assess and determine the independence of its outside advisors and determine if any conflicts of interest need to be considered or resolved.
- Scheduling an annual Executive Session of the Board of Directors for the purpose of receiving input on CEO assigned goals, objectives, and performance assessment. Reviewing Director input. Compiling and reviewing individual Director input. Recommending, for Board approval, annual corporate goals and objectives relevant to the CEO's compensation, evaluating the CEO's performance, and recommending to the Board approval of the CEO's compensation. The Board Chairperson's attendance and participation will be requested at scheduled Committee meetings.
- Scheduling a meeting with the Chairperson of the Board, the Chairperson of the Compensation and Human Resources Committee, and the CEO to meet annually (and as necessary) to discuss corporate goals and performance.
- Reviewing individual job descriptions, individual performance, and recommending to the Board for approval compensation, benefit plans, and perquisites for Executive officers.
- Reviewing hiring and promotional recommendations for Executive level positions prior to Board meetings.
- Reviewing and recommending overall compensation programs, incentive plans, pay for performance programs, benefit plans, and company cost sharing when appropriate.
- Reviewing and recommending any cash or equity incentive plans. Reviewing and recommending to the Board any grants under the Company's equity plan. (Cash rewards, stay bonuses, sign on bonuses up to and including $5,000 at the discretion of management with approval by the CEO).
- The Committee shall develop policies on incentive compensation, including the right to recover or "clawback" any excess compensation which was based on erroneous data and paid during the three-year period preceding the date of any accounting restatement.
- Reviewing Supplemental Retirement Programs.
- Reviewing 401K Salary Deferral programs annually. Authorizing and reviewing audit of 401K plan, the 5500 filing, and plan performance.
- Reviewing overall Salary and Benefit budgets, trends, and peer data.
- Reviewing and recommending Director compensation programs.
- Reviewing and recommending an Affirmative Action Policy. Reviewing EEO statistics.
- Reviewing and approving Severance or Stay Agreements in the event of a change of control for executive officers and other key employees of the Company.
- Reviewing the Code of Ethics and recommending it to the Board for annual review and approval.
- Review results of regularly scheduled Employee Opinion Survey.
- Reviewing this Charter annually and recommending amendments to the Board as necessary.
- The Company will make its Compensation and Human Resource Committee Charter available on or through its website.