Exhibit 15.3
FUTUREMEDIA PLC
COMPENSATION COMMITTEE CHARTER
Adopted On May 19, 2005
I. PURPOSE
1.1 The purpose of the Compensation Committee (the "Committee") of Futuremedia
PLC (the "Company") shall be to assist the Board of Directors in the discharge
of its responsibilities with respect to executive compensation in accordance
with the terms set forth herein.
1.2 The goals of the Compensation Committee are to ensure that the Company's
compensation programs:
(a) are fair and appropriate to enable the Company to attract, retain
and motivate superior individuals as executives and managers;
(b) are reasonable in view of the Company's overall economic situation;
(c) support and reinforce the Company's long-term strategic goals and
align the compensation of executives of the Company with stockholder
interests; and
(d) comply with all applicable laws and regulations including without
limitation the rules of the The Nasdaq Stock Market (the "Nasdaq
Rules").
II. COMPOSITION AND INDEPENDENCE
2.1 Number. The Committee shall consist of at least three directors. The members
of the Committee shall be appointed by resolution of the Board of Directors of
the Company (the "Board"), and each member of the Committee shall serve at the
discretion of the Board.
2.2 Qualifications. All directors on the Committee shall satisfy the general
requirements of the Nasdaq Rules for "independent" directors.
III. FUNCTIONS AND AUTHORITY
3.1 General Limitation. The operation of the Committee will be subject to the
provisions of the Company's Articles of Association, as in effect from time to
time, and to the applicable provisions of English law.
3.2 General Responsibilities. The Committee will have the full power and
authority to carry on the following responsibilities shall:
(a) periodically review and approve the Company's overall philosophy
regarding executive compensation;
(b) review and approve compensation of Senior Officers of the Company as
more fully described in Section 3.3 hereof;
(c) propose, or review and make recommendations of management with
respect to, and adopt or amend executive compensation plans, subject
to the approval of stockholders to the extent required by law or the
listing requirements of any market on which its securities are
traded;
(d) administer the Company's equity-based compensation plans as more
fully described in Section 3.4 hereof;
(e) annually issue a report on executive compensation in accordance with
the applicable provisions of English law;
(f) recommend compensation for the Company's Board of Directors and each
committee thereof for review and approval by the full Board of
Directors; and
(g) provide continuous oversight over all matters of executive
compensation.
3.3 Compensation of Senior Officers.
(a) The Committee shall:
(i) evaluate the performance of the Chief Executive Officer and
other Senior Officers;
(ii) receive and review evaluations by the Company's Chief
Executive Officer of the other Senior Officers; and
(iii) receive and review the recommendations of the Chief Executive
Officer for the compensation of the other Senior Officers.
(b) The Committee shall review and approve the compensation of the Chief
Executive Office and each other Senior Officer, including:
(i) the annual base salary level;
(ii) bonus and other annual incentives;
(iii) any grants of equity compensation or any other long-term
incentives;
(iv) employment agreements, severance arrangements, and change in
control provisions/agreements, in each case to the extent
applicable;
(v) any arrangements between the Senior Officer and any
subsidiary, affiliate or special purpose entity which might
provide to the Senior Officer any economic benefit; and
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(vi) any other perquisites or supplemental benefits.
(c) For purposes of this Charter, the term Senior Officer shall mean the
Chief Executive Officer and each other individual who is a direct
report to the Chief Executive Officer and has an annual base salary
of (pound)50,000 or more.
3.4 Equity Compensation Plans.
(a) The Committee shall administer the Company's equity-based
compensation plans, including without limitation stock restriction,
stock option, stock bonus plans. Subject to the express provisions
of any particular plan, this shall include determining the rules and
regulations related to the plan, determining eligibility to
participate, establishing guidelines for the grant of awards,
granting of awards, modifying or canceling existing grants, and
establishing the terms, conditions, limitations and restrictions of
awards.
(b) The Committee may delegate authority to one or more of its members
as a subcommittee, or to the Company's Chief Executive Officer, to
grant equity awards to persons other than Senior Officers within
such general parameters as may be established under any equity
compensation plan or by resolution of the Committee.
3.5 Other.
(a) The Committee shall have the authority to hire at Company expense
independent compensation consultants to advise it with respect to
matters related to executive compensation.
(b) The Committee shall, at such times as it determines appropriate,
review market data from third party consultants, trade associations
and others to assess the Company's competitive position for the
various components of compensation (base compensation, annual
incentives, long term incentives).
IV. ADMINISTRATION
4.1 The Committee's chairperson shall be designated by the full Board of
Directors or, if it does not do so, the Committee members shall elect a
chairperson by vote of a majority of the full Committee.
4.2 The Committee will hold meetings whenever and for whatever purposes the
Committee deems appropriate. The Committee may meet by telephone or video
conference and may take action by written consent. A majority of the members of
the Committee shall constitute a quorum. The Committee shall meet in executive
session when appropriate (such as when considering the executive compensation of
the Chief Executive Officer).
4.3 Minutes of each Committee meeting will be kept and distributed to each
member of the Committee, members of the Board who are not members of the
Committee and the Secretary of the Company. The Committee will report to the
Board whenever so requested by the Board.
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4.4 The Committee shall annually review and assess the performance of the
Committee and, if appropriate, make recommendations to the Board for any changes
in its role or this Charter.
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