The Human Resources and Compensation Committee (the "Committee") is appointed by the Board of Directors (the "Board") for the following purposes:
A. they provide an appropriate level of benefits in a cost effective manner to meet the needs and objectives of the Corporation in sponsoring such plans, including the objective of providing competitive compensation and retaining employees;
B. they are properly and efficiently administered in accordance with their terms, to avoid unnecessary costs and to minimize any potential liabilities to the Corporation,
C. the Corporation's responsibilities as plan sponsor are satisfied, and
D. financial and other information with respect to such plans is properly recorded and reported in accordance with applicable legal requirements.
In carrying out its responsibilities, each Committee member shall be entitled to rely on the integrity and expertise of those persons, both internal and external, providing information to the Committee, and on the accuracy and completeness of such information, absent actual knowledge to the contrary.
The Committee will have the resources and authority appropriate to discharge its responsibilities, including sole authority to retain and terminate the engagement of such compensation consultants, independent counsel or other consultants or experts (each, an “Advisor”) to advise the Committee as the Committee may deem necessary or helpful in carrying out its responsibilities, and to establish the fees and other terms for the retention of such Advisors, such fees to be borne by the Corporation. To the extent required by New York Stock Exchange (“NYSE”) rules, the Committee shall be directly responsible for the appointment, compensation and oversight of the work of any Advisor it retains. The Committee may select or receive advice from an Advisor only after taking into consideration all factors relevant to the Advisor’s independence from management, including the factors set forth in the NYSE’s rules.
As used in this Charter, (i) "Compensation" shall include salary and any bonuses, equity awards, retirements benefits, deferred compensation benefits and, where appropriate, perquisites; (ii) "Corporation" means The Bank of New York Mellon Corporation and its subsidiaries, and (iii) "Executive Officers" means those persons from time to time determined by the Board of Directors to be "officers" as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (the "Exchange Act") or any successor provision or "Executive Officers" as defined in Rule 3b-7 under the Exchange Act or any successor position (which groups shall consist of the same officers).
The Committee members and its Chairman shall be appointed annually by the Board of Directors upon the recommendation of the Corporate Governance and Nominating Committee and shall serve at the pleasure of the Board of Directors.
The Committee shall consist of three or more members, who shall (a) satisfy (i) the independence and any other requirements of the listing standards of the NYSE and (ii) any applicable legal requirement for members of a committee with the duties of the Committee, and (b) qualify as (i) "non-employee directors" within the meaning of Rule 16b-3 promulgated under the Exchange Act, as amended and (ii) "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.
Except as limited by law, regulation or the rules of the NYSE, the Committee may form subcommittees for any purpose that it deems appropriate and may delegate to such subcommittees or to members of the Corporation's management such power and authority as it deems appropriate, provided, however, that any such subcommittees shall meet all applicable independence requirements and that the Committee shall not delegate to persons other than independent directors any functions that are required — under applicable law, regulation, or stock exchange rule — to be performed by independent directors.
The Committee shall meet as frequently as necessary to fulfill its duties and responsibilities, but not less frequently than quarterly. A meeting of the Committee may be called by its chairman or any two members of the Committee.
Minutes of the meetings will be approved by the Committee and maintained by the Committee. The Committee shall report its activities to the Board of Directors on a regular basis. The agenda for each regularly scheduled Committee meeting shall provide time during which the Committee can meet separately, without members of management present, in executive session.
The Committee shall have the responsibility to:
A. review, adopt and, where required, recommend to the Board for approval, all new equity-based employee benefit plans and any material changes to existing equity-based employee benefit plans, provided, however, that, to the extent provided by the rules of the NYSE, amendments to equity-based incentive plans may be made only upon approval of the Corporation's stockholders;
B. review, adopt, approve and amend any non-equity-based incentive-compensation plans in which Executive Officers and other members of the Corporation's Executive Committee may participate; and
C. review, adopt, and amend any other employee benefit plans that cause material increases in expenses, except to the extent the authority to take such actions has been delegated to management;
Except as otherwise specified herein, the Committee delegates (a) to the Corporation's management the settlor responsibilities for (i) the Corporation's welfare plans, as defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) any similar health and welfare plans (the plans mentioned in clauses (i) and (ii) being collectively referred to as the "Welfare Plans"), and (b) to the head of the Corporation's Human Resources Department the fiduciary responsibilities, if any, for the Welfare Plans.
The Committee shall provide oversight for pension, savings, employee stock ownership, deferred compensation and all other retirement plans (collectively, the "Pension Plans"), including, for any Pension Plans subject to the funding, administrative or fiduciary responsibility rules of ERISA, oversight of management's attestation that the Plans are in substantial compliance with ERISA.
On at least an annual basis, the Committee shall review financial information relating to the assets, changes in actuarial assumptions and potential funding requirements of the Pension Plans.
The Committee shall periodically receive reports on filings made with government agencies or other regulatory authorities relating to the financial status of the Pension Plans.
The Committee may receive periodically reports on significant issues related to the Corporation's non- U.S. based retirement programs.
In no event shall the Committee act as a named fiduciary (within the meaning of ERISA) of the Pension Plans, meaning, among other things, that the Committee shall have (a) no discretionary authority to manage or administer any Pension Plan, and (b) no investment authority with respect to any assets of the Pension Plans. Such authority is expressly reserved for the Named Fiduciary Committee or Committees of each Pension Plan.
Dated: April 11, 2017