COMPENSATION COMMITTEE CHARTER
I. Purpose and Authority.
The Compensation Committee of Alpha Natural Resources, Inc. (the “Company”) is appointed by the Board of Directors (the “Board”) to assist the Board in discharging its responsibilities relating to compensation of the directors and executive officers of the Company which duties include, but are not limited to, (i) reviewing and approving executive and director compensation and (ii) determining whether such compensation is in accordance with Company policies and philosophy.
II. Committee Resources.
The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and to obtain any information it requests from Company employees and outside advisors, which persons will be directed to cooperate and comply with the Committee's requests. The Committee shall have the authority to retain special legal, accounting or other advisers to advise the Committee, including without limitation the sole authority to retain and terminate any compensation consulting firm used to assist in the evaluation of director, Chief Executive Officer ("CEO") or senior executive compensation and the sole authority to approve such firm’s fees and other retention terms. The Company shall provide for appropriate funding for such counsel or experts retained by the Committee.
III. Committee Composition.
The Committee shall be comprised of three or more members of the Board. The members of the Committee shall satisfy all applicable requirements then in effect of the New York Stock Exchange, Inc. (the “NYSE”), or any stock exchange or national securities association on which the Company’s securities are listed or quoted and any other applicable regulatory requirements, including without limitation requirements relating to director independence (“Independence Requirements”), nomination and size of the Committee. In addition, at least two of the Committee members shall qualify as (1) “non-employee directors” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (2) “outside directors” under the regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).
The Chairman and members of the Committee shall be appointed by the Board upon the recommendation of the Nominating and Corporate Governance Committee and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation, retirement, removal from office or death. The members of the Committee may be removed, with or without cause, by a majority vote of the Board.
The Chairman will chair all meetings of the Committee and set the agendas for Committee meetings. The Chairman shall establish an annual calendar with a proposed agenda of the compensation related matters to be addressed at each of the Committee’s scheduled meetings during the year. Committee members are expected to make suggestions for agenda items.
IV. Delegation of Duties.
The Committee may delegate authority, duties and responsibilities (or functions) to one or more members of the Committee or the Board, or to the Company’s officers, when appropriate, but no such delegation shall be permitted if the authority is required by law, regulation, or listing standard to be exercised by the Committee as a whole or is otherwise prohibited by law, regulation or listing standard.
V. Meetings.
The Committee shall meet as often as its members deem necessary to fulfill the Committee’s responsibilities. The presence at a meeting in person or by telephone of a majority of the members of the Committee or subcommittee, as applicable, shall constitute a quorum for the transaction of business. The Committee or subcommittee, as applicable, shall act upon the vote of a majority of its members at a duly called meeting at which a quorum is present. Any action of the Committee, a subcommittee or officer to whom the Committee has delegated authority may be taken by a written instrument signed by all of the members of the Committee, subcommittee, or such officer, as applicable. The Committee shall have the authority to establish other rules and procedures for notice and conduct of its meetings consistent with the Company’s bylaws and the Corporate Governance Practices and Policies.
All non-management directors that are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, member of management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. However, when necessary, the Committee may meet in executive session without such other persons present.
VI. Powers and Duties.
The following functions shall be the recurring activities of the Committee in carrying out its responsibilities outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional or substitute functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section I of this Charter.
The Committee shall have the following specific powers and duties:
1. To review and approve the Company’s overall compensation philosophy and policies for executive officers of the Company and its subsidiaries generally, to review and approve the compensation, including salary, bonuses and benefits, of the executive officers of the Company, other than the CEO, and to review, approve and recommend the compensation of the CEO (including salary, bonuses and benefits) for approval by the directors serving on the Board who satisfy the Independence Requirements and assess whether the Company's overall executive compensation program establishes appropriate incentives for executive management;
2. To review and approve the corporate goals and objectives relevant to the compensation of the CEO, with the primary overall objectives of the Company’s executive compensation program focused on attracting, retaining and motivating the Company’s management and providing a strong link between executive compensation and performance, including an alignment of executive management's interests with stockholders. The Committee shall oversee and evaluate the performance of the executive officers in light of their respective goals and objectives, request and obtain detailed information about executive compensation packages and, based on such review and evaluation, determine and approve the annual salary, bonus, equity grants, performance-related pay, perquisites, retirement benefits, deferred compensation, tax gross-ups, supplemental executive retirement plans, severance payments, change-in-control agreements and all other compensation and benefits of the executive officers and, in the case of the CEO, recommend these compensatory arrangements for approval by the directors serving on the Board who satisfy the Independence Requirements;
3. To request that management obtain information in order for the Committee to assess executive compensation, including compensation surveys and studies of the compensation practices of comparable companies;
4. To oversee, review, monitor and make recommendations to the Board with respect to executive compensation plans, including equity-based plans and plans pertaining to incentive compensation, pensions, benefits and retirement savings and to exercise all the authority of the Board with respect to the administration and interpretation of such plans;
5. To review and approve all equity- and cash-based awards pursuant to the Company’s plans;
6. To review and approve any employment contract or related agreement, such as a severance arrangement or a supplementary pension, for any executive officer and, in the case of the CEO, recommend the terms of any employment contract or related agreement with the CEO for approval by the directors serving on the Board who satisfy the Independence Requirements;
7. To review director compensation, if any (including that of the Chairman of the Board), and recommend from time to time to the Board any proposed changes to such compensation;
8. To review periodically the need for a Company policy regarding compensation paid to the Company’s executive officers in excess of limits deductible under Section 162(m) of the Code;
9. To serve as a counseling committee to the CEO of the Company regarding compensation matters and such other matters as the Board may from time to time direct;
10. To review the procedures and policies of the Company designed to ensure compliance with applicable laws and regulations relating to compensation of executive officers and to monitor the results of these compliance efforts;
11. To maintain minutes or other records of meetings and activities of the Committee and to report to the Board following meetings of or actions taken by the Committee;
12. To have prepared and to review and discuss with management the Company’s compensation discussion and analysis disclosure required by the Securities and Exchange Commission (the "SEC") and, based on this review and discussion, recommend to the Board the inclusion of such disclosure in the Company’s proxy statement or annual report on Form 10-K, in accordance with applicable rules and regulations promulgated by the SEC, the NYSE and other regulatory bodies;
13. To produce a compensation committee report on executive officer compensation as required by the SEC to be included in the Company’s annual proxy statement or annual report on Form 10-K filed with the SEC;
14. To conduct or authorize investigations into any matters within the Committee’s purpose and powers;
15. To review and reassess the powers of the Committee and the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval;
16. To conduct an annual performance review and evaluation of the Committee; and
17. To consider such other matters in relation to the compensation polices of the Company as the Committee or the Board may, in its discretion, determine to be advisable.
VII. Understanding as to the Committee’s Role.
Management of the Company is responsible for the day-to-day operation of the Company’s business. As a result, the Company’s officers and employees and other persons who may be engaged by the Committee may have more time, knowledge and detailed information about the Company than do the Committee members. The Committee will review information, opinions, reports or statements presented to the Committee by the Company’s officers or employees or other persons as to matters the Committee members reasonably believe are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. While the Committee has the responsibilities and powers set forth in this charter, each member of the Committee, in the performance of his or her duties, will be entitled to rely in good faith upon reports presented to the Committee by these experts. Accordingly, the Committee’s role does not provide any special assurances with regard to matters that are outside the Committee’s area of expertise or that are the traditional responsibility of management.
Adopted July 31, 2009