Introduction
The Board of Directors (the "Board") of Eat Well Investment Group Inc. (the "Company") has delegated to the Compensation Committee (the "Committee") responsibility for developing and reviewing corporate goals and objectives relevant to compensation of the Chief Executive Officer (the "CEO") and other senior executives, evaluating the executives' performance in light of those goals and objectives, and recommending to the Board the compensation levels for those executives. This Charter is intended to comply with applicable requirements of Canadian securities laws and to provide the Committee specific direction in performing its duties. This Charter has been approved by the Board.
Mission
To further shareholder value by helping to create compensation plans that provide financial incentives to employees, officers and directors for producing results that fairly reward shareholders.
Membership
The Committee consists of at least two members of the Board. The members of the Committee, and the Chair of the Committee, are appointed by the Board annually and serve until they are removed by the Board or until their successors are duly elected and qualified. The Board may remove any member from the Committee at any time with or without cause.
The Company is a "venture issuer" within the meaning of applicable Canadian securities laws (including National Instrument 58-101 – Disclosure of Corporate Governance Practices). The Company is not subject to a regulatory requirement that the Committee be composed entirely of independent directors. The Board may, in its discretion, appoint one or more non-independent directors to the Committee where the Board considers that the appointment is in the best interests of the Company having regard to the relevant director's skills and experience.
As of the date of adoption of this Charter, the members of the Committee are:
- Pat Dunn — not independent (executive officer)
- Desmond Balakrishnan — independent
- Nick Grafton — independent
Meetings
The Committee meets at least annually, or more frequently as circumstances dictate. The Committee will cause to be kept adequate minutes of its proceedings and will report on its actions and activities at the next quarterly meeting of the Board.
Responsibilities
The responsibilities of the Committee are to:
- review and approve corporate goals and objectives relevant to CEO compensation;
- together with the Governance Committee, evaluate the CEO's performance against the corporate goals and objectives at least annually, and (together with the other independent directors) determine and approve the CEO's compensation level based on this evaluation;
- make recommendations to the Board with respect to the compensation of other executive officers of the Company;
- recommend to the Board the compensation of directors;
- evaluate proposed compensation plans, policies and contracts for consistency with the compensation philosophy adopted by the Board;
- monitor the appropriateness and effectiveness of the Company's compensation plans and policies;
- administer and interpret the Company's incentive compensation plans and equity-based plans, and make recommendations to the Board with respect to such plans, including the equity incentive plan from time to time in effect (the "Equity Incentive Plan");
- review proposed employment agreements with new officers and any amendments to existing employment agreements;
- monitor current developments in executive compensation and employee compensation practices in the Company's industry and elsewhere;
- conduct and prepare an annual self-evaluation of the Committee's performance (or, alternatively, obtain a performance evaluation from the Board or a qualified and independent third party);
- report to the Board in a timely manner with respect to all material actions and considerations undertaken by the Committee from time to time;
- review the disclosure to be included in any Statement of Executive Compensation (Form 51-102F6 or Form 51-102F6V, as applicable) and recommend such disclosure to the Board; and
- review this Charter at least annually and recommend to the Board any updates or amendments as may be appropriate.
Delegation
The Committee may delegate responsibility to subcommittees and may delegate authority to one or more designated members of the Committee.
Resources
In performing its responsibilities, the Committee has authority to retain (and have direct access to) outside counsel, compensation consultants and other advisors to assist in the evaluation of director or executive compensation, and may authorize independent studies of corporate finance and executive compensation and benefits of comparable companies, subject to Board budget approval. The Committee may request assistance from time to time from various members of the Company's staff.