EXHIBIT 99(d)
THE J. M. SMUCKER COMPANY
EXECUTIVE COMPENSATION COMMITTEE CHARTER
(Adopted April 15, 2003)
PURPOSES
The primary responsibility of the executive compensation committee shall be to
approve the compensation arrangements for the Company's senior management and to
periodically review the compensation paid to the Board, as such responsibilities
are more specifically identified below.
COMPOSITION
The size of the committee shall be determined by the Board, provided that the
committee shall always have at least three members.
Each committee member will be "independent" under the rules of the New York
Stock Exchange and the Company's corporate governance guidelines. Specifically,
the members of the committee shall be independent of management and free from
any relationship that, in the opinion of the Board, could interfere with the
exercise of independent judgment for the purpose of determining the fairness of
compensation arrangements for senior management and providing the recipients of
compensation the protection afforded by such independent oversight.
The Board selects committee members and the committee chair. Each committee
member will serve at the pleasure of the Board for such term as the Board may
decide or until such committee member is no longer a Board member.
DUTIES AND RESPONSIBILITIES
The following are the duties and responsibilities of the committee:
In consultation with senior management, the committee shall develop and
implement the Company's compensation program for executive officers,
including determination of amounts paid out under the Company's
Management Incentive Program ("MIP").
The committee shall review and approve, at least annually, corporate
goals and objectives relating to the compensation of the co-CEOs and
the other executive officers of the Company and evaluate the co-CEOs'
performances in light of those goals and make recommendations to the
Board with respect to the Company's MIP and other equity-based plans.
The committee will set the compensation of the co-CEOs, the Company's
executive officers, and selected other senior managers.
The committee shall review and approve the Company's equity incentive
plans and grants of stock options and other equity or equity-based
awards, in the
manner and on such terms and conditions as may be prescribed by the
Company's equity incentive plans.
The committee shall review issues relating to management succession, as
appropriate.
In consultation with senior management, the committee shall oversee
regulatory compliance with respect to compensation matters.
The committee shall review and, as appropriate, make recommendations to
the Board regarding the compensation paid to the nonemployee members of
the Board. In its periodic evaluation of Board compensation, the
committee will refer to the policy statement on Board compensation
attached to this charter as Attachment A.
The committee shall report its activities to the Board in such manner
and at such times as the committee or the Board deem appropriate.
MEETINGS
The committee shall meet as frequently as necessary to carry out its
responsibilities under this charter. The committee chair shall conduct the
meetings and shall have such other responsibilities as the committee or the
Board may designate from time to time.
The committee may request any officer of the Company, or any representative of
the Company's advisors, to attend a meeting or to meet with any member or
representative of the committee.
RESOURCES AND AUTHORITY
The committee shall have appropriate resources and authority to discharge its
responsibilities, including reasonable funding to compensate any consultants and
any independent advisors retained by the committee. The committee shall have the
authority to engage compensation consultants to assist in the evaluation of
director or executive officer compensation and the authority to set the fees and
other retention terms of such compensation consultants.
COMPENSATION COMMITTEE REPORT
The committee, with the assistance of management and any outside consultants the
committee deems appropriate, shall prepare a report for inclusion in the
Company's proxy statement relating to the Company's annual meeting of
shareholders.
ANNUAL REVIEW
At least annually, the committee shall review this charter and evaluate its
performance against the requirements of this charter. The committee shall
conduct its review and evaluation in such manner as it deems appropriate.
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ATTACHMENT A
TO THE J. M. SMUCKER COMPANY
EXECUTIVE COMPENSATION COMMITTEE CHARTER
POLICY STATEMENT
ON
BOARD OF DIRECTOR COMPENSATION
The Executive Compensation Committee of The J. M. Smucker Company is responsible
for periodically, as appropriate, reviewing the compensation for Board members.
Any suggested recommendations for changes shall be submitted to the full Board
for review. This Policy Statement has been adopted to suggest general principles
that the committee intends to follow.
1. The committee, or a subcommittee designated by the committee, with the
assistance of outside compensation experts, will periodically benchmark
the compensation of directors against companies of similar size in
similar industries.
2. Director compensation should be a combination of cash and company
shares and should periodically be reevaluated to determine appropriate
percentages of cash and shares.
3. A portion of the share component of compensation should be in the form
of options and/or deferred stock.
4. Directors should be able to elect to defer a portion of compensation
until their Board service is completed.
5. Directors should be reimbursed for their reasonable travel and other
expenses related to Board service.
6. The current policy encourages director participation in The J. M.
Smucker Company Matching Gifts Program.
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