Corporate
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Committee Charters
GARSON GOLD CORP.
CHARTER OF THE COMPENSATION COMMITTEE
(Adopted on September 28, 2007, amended December 10, 2008)
Purposes and Responsibilities
The Compensation Committee shall evaluate the compensation of the executive officers of the Company and assure that they are compensated effectively in a manner consistent with the Company's business, stage of development, financial condition and prospects, and the competitive environment. The Committee shall also communicate to the shareholders regarding the Company's compensation policies, as required by the applicable securities regulatory bodies. In addition, the Company shall evaluate and make recommendations to the Board regarding the compensation of the outside directors.
Membership and Qualifications
The Compensation Committee shall consist of three or more members, a majority of whom should be non-management directors. The Committee members shall be appointed by the Board annually immediately following each annual general meeting of the shareholders of the Company, until the earlier of the next annual general meeting, or their replacement.
Specific Responsibilities
The Compensation Committee will:
- Disclose the Compensation Committee's policies applicable to the Company's executive officers in the manner required by the applicable securities authorities' rules and regulations.
- Annually determine the salary and bonus of each of the Company's executive officers. "Executive officers" shall include the President, Vice President Corporate Development, Vice President Exploration / Designated Qualified Person, and all Senior Vice Presidents and Vice Presidents.
- Annually review all other forms of compensation of each of the Company's executive officers, including without limitation, car allowances and benefits.
- Grant incentive stock options to purchase common stock of the Company under the stock option plan of the Company.
- Amend and otherwise administer the stock option plan of the Company.
Bonuses shall be performance-based. Performance shall be measured through advances in achieving and furthering the Company's business objectives, and in particular, through advancements in research and development, raising additional capital, and securing strategic alliances to further the Company's research and development or licensing and distribution activities.
In establishing compensation packages for executive officers, the Compensation Committee shall seek to accomplish the following goals:
- to motivate the Company's executive officers to achieve important corporate and personal performance objectives and reward them when such objectives are met;
- to recruit and subsequently retain highly qualified executive officers by offering overall compensation which is competitive with that offered for comparable positions in other mining companies; and
- to align the interests of the Company's executive officers with the long-term interests of shareholders through participation in the Company's incentive stock option plan.
In discharging its responsibilities, the Compensation Committee will meet at least annually, and otherwise as required. Minutes will be recorded and reports of Compensation Committee meetings will be presented at the next regularly scheduled Board meeting.
Amended December 10, 2008
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