EXHIBIT 99.4
COMPENSATION COMMITTEE CHARTER
OF
REMINGTON OIL AND GAS CORPORATION
PURPOSE AND RESPONSIBILITIES
The Compensation Committee is a standing committee of the Board of Directors
charged with making recommendations to the Board of Directors relating to
compensation of the Company's Chief Executive Officer and all other Company
officers and other employees, including salaries, benefits, defined benefit
plans, defined contribution plans, and stock based plans, and producing an
annual report on executive compensation for inclusion in the Company's proxy
statement, in accordance with applicable rules and regulations.
ORGANIZATION AND FUNCTIONS
- Appointment and Term. The Compensation Committee shall be
appointed annually by a majority vote of the Board of
Directors. The Board of Directors, by majority vote, may
remove any member of the Compensation Committee. Except for
the prior resignation or removal, each member of the
Compensation Committee shall serve on the Compensation
Committee until his or her term of office as a director of the
Company expires.
- Composition. The Compensation Committee shall be composed of
three Independent Directors.
- Qualifications. In addition to meeting the director
qualifications set forth in the Company's Corporate Governance
Guidelines, the members of the Compensation Committee shall
demonstrate an understanding of corporate executive
compensation, including aspects such as CEO compensation,
long-term incentive compensation and employee benefit plans,
and an ability to analyze the Company's performance in order
to recommend executive compensation. .
- Independence. All members of the Compensation Committee must
be Independent (as defined in the Company's By-Laws).
- Appointment of Chairperson. The Compensation Committee shall
recommend a Chairperson from among its members to the Board of
Directors for approval. It is the responsibility of the
Chairperson to schedule all meetings of the Compensation
Committee and provide the Compensation Committee, other board
members, and the Company's Secretary with a written notice and
written agenda for all meetings.
- Meetings. The Compensation Committee shall meet at least once
per year or more frequently as circumstances require. The
Compensation Committee may ask members of management or others
to attend the meetings and provide pertinent information as
necessary.
- Reporting and Minutes. The Compensation Committee shall report
to the entire Board of Directors and shall provide all notices
and minutes of meetings of the Compensation Committee to the
Board of Directors. All notices, agendas, minutes of meetings
shall be provided to the Company's management in order for
payment of any applicable meeting fees and expenses to be
made.
- Access to Management and Consultants. The Compensation
Committee shall have unrestricted access to members of
management and all information relevant to its
responsibilities. The Compensation Committee is authorized and
empowered to retain such independent advisors, including
counsel that the Nominating Committee may deem necessary in
order to carry out its responsibilities. No engagement shall
be a valid act of the committee and no compensation for the
services of such advisors shall be paid by the Company unless,
prior to such engagement, the Company Secretary was advised of
the decision to engage the advisor, a preliminary budget for
the engagement of the advisor was submitted to the Company
Secretary, the identity of the advisor was made known to the
Company Secretary so that conflicts could be checked and
independence verified, and the Company Secretary was provided
an undertaking by the committee chairperson that any and all
letters, reports, and studies prepared by the advisor will be
made known and made available to the Company's Board of
Directors as a whole.
- Functions regarding CEO Compensation. The Compensation
Committee shall review and approve corporate goals and
objectives relevant to CEO compensation, evaluate the CEO's
performance in light of these goals and objectives, and
recommend the CEO's compensation and incentive level based on
this evaluation. In making a recommendation regarding the
long-term incentive component of CEO compensation, the
Compensation Committee should consider the Company's
performance and relative shareholder return, the value of
similar incentive rewards to CEOs at comparable companies, and
the awards given to the Company's CEO in the past.
- Functions regarding other Officers and Non-Officers
Compensation. The Compensation Committee shall review the
compensation of executive officers, other than the CEO, as
recommended by the Company's Senior Officer and make
appropriate recommendations to the Board of Directors. The
Compensation Committee shall review the general compensation
guidelines recommended by the Company's Senior Officer for all
non-officer employees and make appropriate recommendations to
the Board of Directors.
- Functions regarding Directors Compensation. The Compensation
Committee shall review the compensation program for all
non-employee directors and propose changes as the members deem
advisable. To become effective, any proposed changes must be
approved by the affirmative vote of the Board of Directors.
- Functions regarding Compensation Plans. The Compensation
Committee shall make recommendations to the Board of Directors
with respect to incentive-compensation plans and equity based
plans.
- Functions regarding Pension Plan. The Compensation Committee
shall provide oversight of the Pension Administration
Committee of the Company and shall meet at least annually with
the Pension Administration Committee regarding the
administration of the Company's defined benefit plans.
- Function regarding Compensation Report. The Compensation
Committee shall prepare the report required by the Securities
and Exchange Commission for inclusion in the Company's annual
proxy statement.
- Review of Charter. The Compensation Committee shall review its
charter on an annual basis and recommend any changes to the
Board of Directors for approval.
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- Annual Performance Review. The Compensation Committee shall
prepare an annual evaluation of the Compensation Committee in
accordance with the Company's By-Laws.
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