EXHIBIT 99.1
THOMAS & BETTS CORPORATION
CHARTER OF THE COMPENSATION COMMITTEE
ADOPTED BY THE BOARD OF DIRECTORS ON SEPTEMBER 3, 2003
I. STATEMENT OF PURPOSE
The Compensation Committee (the "Committee") is a standing committee of the
Board of Directors (the "Board"). The purpose of the Committee is to discharge
the responsibility of the Board relating to cash compensation of the
Corporation's executive officers and such other key employees as the Committee
may determine (together, "Key Management"), to approve and administer the
Corporation's equity-based incentive plans and to produce an annual report on
executive compensation for inclusion in the Corporation's proxy statement.
II. ORGANIZATION
A. CHARTER. At least annually, this charter shall be reviewed and
reassessed by the Committee and any proposed changes shall be
submitted to the Board for approval. This charter and all
amendments hereto shall be publicly disclosed as required by
law or the listing standards of the New York Stock Exchange
("NYSE").
B. MEMBERS. The Committee shall be comprised of at least three
members. Each member of the Committee and a Committee
Chairperson shall be appointed by the Board on the
recommendation of the Corporate Governance Committee and shall
meet the independence requirements of applicable law and the
NYSE listing standards, the requirements of an "outside
director" for purposes of Section 162(m) of the Internal
Revenue Code of 1986, as amended, and the requirements of a
"non-employee director" for purposes of Section 16 of the
Securities Exchange Act of 1934, as amended. Committee members
may be removed by the Board.
C. MEETINGS. The Committee shall establish a schedule of
meetings, which shall include at least three meetings each
year; additional meetings may be scheduled with notice as
required. The Committee may invite members of management or
any director to attend its meetings. The Committee may hold
executive sessions without management present.
D. QUORUM; ACTION BY COMMITTEE; WRITTEN CONSENT. A quorum at any
Committee meeting shall be at least a majority of the members.
All
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determinations of the Committee shall be made by a majority of
its members present at a meeting duly called and held.
Any decision or determination of the Committee reduced to
writing and signed by all of the members of the Committee
consenting to such action without a meeting shall be effective
as if it had been made at a meeting duly called and held.
E. AGENDA, MINUTES AND REPORTS. The Chairperson of the Committee
shall be responsible for establishing the agenda for the
meetings of the Committee. Any member of the Committee may
suggest agenda items to the Chairperson. An agenda, together
with materials relating to the subject matter of each meeting,
will be sent to members of the Committee prior to each
meeting.
Minutes for all meetings of the Committee shall be prepared to
document the Committee's deliberation and actions. The minutes
shall be circulated in draft form to all Committee members to
ensure an accurate final record, and should be submitted for
approval at a subsequent meeting of the Committee. The
approved minutes shall be signed by the Committee Chairperson
and maintained by the Secretary of the Corporation. The
Committee shall make regular reports to the Board.
F. COMMITTEE PERFORMANCE EVALUATION. The Committee shall evaluate
its performance on an annual basis and develop criteria for
such evaluation.
III. DUTIES AND RESPONSIBILITIES
The following shall be the principal duties and responsibilities of the
Committee:
A. COMPENSATION. The Committee shall:
(1) review and approve periodically, but no less
frequently than annually, the Corporation's
compensation philosophy for the Chief Executive
Officer and other Key Management;
(2) review and approve corporate goals and objectives
relevant to compensation of the Chief Executive
Officer, evaluate his/her performance in light of
those goals and objectives, and set his/her
compensation based on this evaluation; and
(3) approve and report to the Board the annual
compensation (including setting goals and objectives
under incentive plans) of the Corporation's Chief
Executive Officer and the next four most highly
compensated members of Key Management who will be
named in the Corporation's annual proxy statement;
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In determining incentive compensation for the Chief Executive
Officer and the Corporation's next four most highly
compensated members of Key Management who will be named in the
Corporation's annual proxy statement, the Committee should
consider, among other factors, the Corporation's performance
and relative shareholder return (or other criteria) during
such periods as the Committee may deem appropriate; the value
of similar incentive awards to the chief executive officer and
other key management at comparable companies and the awards
given to the chief executive officer and other key management
in past years. In addition, the Committee should also consider
the need to retain Key Employees and to provide additional
motivation to such employees to exert their best efforts on
behalf of the Corporation and its shareholders.
The Chairperson of the Committee will be responsible for
communicating to the Chief Executive Officer the evaluation of
his/her performance conducted by the Committee and the level
of compensation approved for the Chief Executive Officer.
B. BENEFIT LEVELS AND PERQUISITE POLICIES. The Committee shall
establish direct and indirect benefits for the Chief Executive
Officer and Key Management, which are in addition to any
benefits under the Corporation's broadly-based benefit plans.
The Committee shall review and approve policies with respect
to Key Management perquisites.
C. INCENTIVE COMPENSATION PLANS. The Committee shall make
recommendations to the Board (and shareholders as required by
law or the NYSE listing standards) with respect to the
establishment and terms of incentive compensation plans and
equity-based plans and shall administer such plans, including
reviewing and approving any awards to be granted to management
under any such plan implemented by the Corporation.
D. EMPLOYMENT AND SEVERANCE ARRANGEMENTS. The Committee shall
review and approve any employment and severance arrangements
and benefits of the Chief Executive Officer and Key Management
in light of practices at comparable companies and any benefits
received by the Corporation in connection with such
arrangements.
E. EVALUATION OF COMPENSATION PROGRAM. The Committee shall review
on a periodic basis the operation of the Corporation's
compensation program to evaluate its effectiveness and will
recommend to the Board of Directors steps to modify
compensation programs as may be deemed appropriate to help
ensure that benefits or payments are reasonably related or are
proportionate to the benefits received by, or performance of,
the Corporation.
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F. SPECIAL PURPOSE ENTITIES. The Committee shall review and
approve any compensation arrangement for an executive officer
involving any subsidiary, special purpose entity or other
affiliate of the Corporation. These arrangements are expected
to be permitted only in special circumstances and only when
the Committee determines such arrangements may benefit the
Corporation.
G. PERSONNEL POLICIES. The Committee will review on a periodic
basis personnel policies applicable to Key Management to
assure they support the objectives of the Corporation and are
in the long-term best interests of shareholders.
H. SUCCESSION PROGRAMS. The Committee will review any Key
Management development and succession plans to determine that
specific steps are taken to assure the future availability of
key executives.
I. ORGANIZATION CHANGES. The Committee will review major
organization changes which may impact Key Management
succession plans and incentive compensation systems, and make
recommendations to the Board where Board action is required.
J. ACCESS TO RECORDS, CONSULTANTS AND OTHERS. The Committee shall
have sole authority to engage and terminate any outside
consultant or advisor to assist with any matter for which it
has responsibility and to approve the terms of any such
engagement.
In discharging its responsibilities, the Committee shall have
full access to any relevant records of the Corporation and may
also request that any employee or any other person, meet with
any members of, or consultants and advisors to, the Committee.
K. ANNUAL COMPENSATION COMMITTEE REPORT. The Committee shall
produce an annual report on executive compensation for
inclusion in the Corporation's annual proxy statement, all in
accordance with applicable rules and regulations.
L. DELEGATION. The Committee may delegate any of its
responsibilities to a subcommittee comprised of two or more
members of the Committee, and may delegate authority to make
grants and awards under any equity-based plan to the Chief
Executive Officer with such limitations as determined by the
Committee and as may be required by law or the listing
standards of NYSE.
M. OTHER DUTIES AND RESPONSIBILITIES. The Committee shall also
carry out such other duties and responsibilities that may be
delegated to it by the Board from time to time.
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