human resources & corporate governance committee

The Human Resources & Corporate Governance Committees are comprised entirely of independent directors and perform several functions, including the following:

• Develop, review and enhance Pacific & Western’s approach to governance issues
• Set criteria for the selection of directors, recommend candidates for election as directors, and assess the level and nature of directors’ fees
• Review appointments to the position of Chairman of the Board
• Review and assess the performance of the Board of Directors, committees of the Board and individual directors
• Review officer appointments to ensure that there are experienced and skilled personnel to carry out the business activities in a prudent manner
• Review and assess annually a detailed list of the duties and responsibilities of the Chief Executive Officer and the internal chart of authorities
• Review the total compensation of the President & Chief Executive Officer
• Ensure that the Chairman of the Board undertakes an annual assessment of the performance of the Chief Executive Officer
• Review staff compensation ranges, benefit programs and bonuses
• Conduct an annual review of the Human Resource Policies, Incentive Award Program, Management Succession Plan, and Human Resource Plan
• Ensure detailed and current job descriptions are maintained for all employees
• Report regularly to the Board of Directors

Members: David A. Bratton (Chair), Arnold E. Hillier