Human Resources and Compensation CommitteeDownload PDF
Human Resources and Compensation Committee Terms of Reference
The board of directors (the “Board”) of Enerflex Ltd. (the “Corporation”) has established a Human Resources and Compensation Committee of the Board (the “Committee”), which shall consist of at least three directors, each of whom shall be independent directors. Members of the Committee shall be considered independent if they meet the test of independence contained in applicable securities legislation and the rules of any stock exchange on which securities of the Corporation are listed.
The Committee shall review and reassess the terms of reference at least annually or, where circumstances warrant, at such shorter intervals as the Committee deems appropriate or necessary, to determine if further additions, deletions or other amendments are required. Members of the Committee shall be appointed by the Board.
The principal responsibilities of the Committee include oversight and review of the compensation of executive officers and other senior management of the Corporation, short and long-term incentive programs, pension and other benefit plans, executive officer appointments, evaluation of performance of the Chief Executive Officer, succession planning, executive development, and matters relating to health, safety and the environment.
The Committee shall review and determine the following and report to the Board:
The Committee shall review and recommend the following to the Board for approval:
The Committee will monitor and review with management and discuss with the Board:
The Committee shall meet at least twice annually or on any such dates that the Chairman of the Committee shall determine.
It is acknowledged that there may be, from time to time, the need for the Committee to retain the services of outside advisors and/or consultants to assist it in completion of its responsibilities. The Committee, with the final approval of the Chairman of the Committee, is authorized to negotiate the terms, including fees associated with any such engagement at the expense of the Corporation.
The Committee will report on its activities to the Board at least annually.