The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of SCANA Corporation (“SCANA”) is to assist the Board in the oversight of matters relating to compensation plans, compensation of SCANA’s executives, SCANA’s long-term strategic plans and performance in regard to management of human resources. The Committee shall have such powers and perform such duties as the Board may from time to time delegate to it, including those set forth below:
Duties and Responsibilities
The Committee shall have the following duties and responsibilities:
- Recommend to the Board salary and compensation levels, including fringe benefits, for all officers of SCANA and its subsidiaries;
- Review and make recommendations to the Board with respect to all SCANA executive compensation plans, including incentive compensation plans and equity based plans;
- Review SCANA’s operating performance relative to the bonus and incentive programs;
- Review and approve corporate goals and objectives with respect to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer’s performance in light of those goals and objectives and, either as a Committee or together with the other independent directors (as directed by the Board), determine and approve the Chief Executive Officer’s compensation level based on this evaluation;
- Produce an annual report on executive compensation for inclusion in SCANA’s proxy statement, in accordance with applicable rules and regulations of the Securities and Exchange Commission;
- Review the investment policies of SCANA’s Retirement Plan;
- Recommend to the Board persons to serve as senior officers of SCANA and its subsidiaries;
- Review SCANA’s succession and continuity planning with the Chief Executive Officer;
- Review SCANA’s long range strategic plans and performance in regard to its management of all human resources, including safety, health, labor/employee relations and equality of treatment;
- Review the level of SCANA stock ownership by SCANA’s executive officers to determine whether each executive officer is in compliance with the Company’s minimum ownership requirement, and, as may be requested and appropriate, grant temporary waivers from such requirements;
- Conduct an annual performance evaluation to compare the performance of the Committee to the requirements of this charter and any other duties or responsibilities delegated to the Committee by the Board, and report to the Board the results of the evaluation, which may take the form of an oral presentation by a member of the Committee to the Board; and
- Recommend to the Board any improvements to this charter that the Committee deems to be necessary or appropriate.
Composition and Qualifications
- The Committee shall be comprised of three or more directors, such number to be determined yearly upon the recommendation of the Nominating and Governance Committee and by resolution of the Board. Committee members will be appointed at the annual meeting of the Board following the Annual Meeting of Shareholders and will serve until the next annual meeting of the Board or their earlier demise, resignation or removal by the Board.
- Each Committee member shall meet at a minimum the independence requirements of the New York Stock Exchange that relate to compensation committees and any additional legal requirements as shall from time to time be in effect. The Board shall, in the exercise of business judgment, and on the recommendation of SCANA’s General Counsel and the Nominating and Governance Committee, determine the independence of directors for this purpose. The Senior Vice President responsible for human resources will serve as the management liaison to the Committee.
- Vacancies on the Committee shall be filled by a majority vote of the entire Board, on recommendation of the Nominating and Governance Committee, and a member of the Committee may be removed at any time by a majority vote of the entire Board.
- The Board, upon recommendation of the Nominating and Governance Committee, shall approve one of the appointees to serve as Chairman of the Committee.
Resources of the Committee
- The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any such compensation consultant, independent legal counsel or other adviser retained by the Committee.
- SCANA shall provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any such compensation consultant, independent legal counsel or any other adviser retained by the Committee.
- Before selecting or receiving advice from a compensation consultant, legal counsel or other adviser to the Committee, the Committee must take into consideration all factors relevant to that person's independence from management, including the following:
- The provision of other services to SCANA by the person that employs the compensation consultant, legal counsel or other adviser;
- The amount of fees received from SCANA by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;
- The policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;
- Any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;
- Any SCANA stock owned by the compensation consultant, legal counsel or other adviser; and
- Any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with a SCANA executive officer.
- The Committee shall conduct the independence assessment outlined above at least annually with respect to any compensation consultant, legal counsel or other adviser that provides advice to the Committee, other than (a) in-house legal counsel; and (b) any compensation consultant, legal counsel or other adviser whose role is limited to the following activities for which no disclosure would be required under Item 407(e)(3)(iii) of Securities and Exchange Commission Regulation S-K: (1) consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of SCANA, and that is available generally to all salaried employees; or (2) providing information that either is not customized for a particular company or that is customized based on parameters that are not developed by the compensation consultant, and about which the compensation consultant does not provide advice.
- Nothing in this section requires a compensation consultant, legal counsel or other compensation adviser to be independent, only that the Committee consider the enumerated independence factors before selecting or receiving advice from a compensation adviser. The Committee may select or receive advice from any compensation adviser it prefers, including ones that are not independent, after considering these independence factors.
Structure and Operation
- The Committee shall meet in person or telephonically from time to time as may be called by the Chief Executive Officer or any Committee member. The Committee may also act by unanimous written consent.
- The Committee shall meet in executive session without the presence of any member of management as often as it deems necessary or appropriate.
- The Committee may form and delegate authority to subcommittees when appropriate.
- A majority of the members of the Committee shall constitute a quorum.
- The Committee shall keep minutes of each of its meetings. The minutes of each meeting of the Committee shall be approved by the Committee at its next meeting, made available for review by the entire Board, and filed as permanent records with the Corporate Secretary.
- At each meeting of the Board following a meeting of the Committee, the Chairman of the Committee shall report to the Board the deliberations, actions and recommendations of the Committee.