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Ball CorporationHuman Resources Committee Charter
The primary purpose of the Human Resources Committee (the "Committee") is to assist the Board of Directors (the "Board") of Ball Corporation (the "Corporation") in fulfilling its responsibilities related to the evaluation of the Chief Executive Officer and Chairman of the Board (the "CEO") and the compensation for the position, overseeing the compensation of other executive officers, and to provide any report required of the Committee by the Securities and Exchange Commission ("SEC") or New York Stock Exchange ("NYSE"). It is not the intent of this Charter to preclude the discussion of CEO or other executive officer compensation as deemed appropriate by the Board.
The Committee shall be comprised of not fewer than three members of the Board. The Committee's composition will comply with the independence requirements of the NYSE for the Committee as determined in the business judgment of the Board.
The members of the Committee and the Committee Chair shall be elected by the Board at the annual organizational meeting of the Board and shall serve until their successors shall be duly elected and qualified by the Board.
Responsibilities and Duties
The Committee's role is generally one of oversight and it recognizes that management is responsible for designing and modifying salary ranges and grades, incentive compensation programs, compensation strategy and practices, performance evaluation systems, succession planning, and the conduct and funding of the various retirement plans of the Corporation. In carrying out its responsibilities the Committee and its members are not providing any expert or special assurance as to the matters identified in this Charter, exercising discretion, authority or control over the management, funding and assets of the retirement plans or any professional certifications as to any auditor's work on the retirement plans.
The Committee has the direct responsibility to review and approve the corporate goals and objectives relevant to the CEO's compensation and evaluate the performance of the CEO in light of these goals and objectives. The following matters comprise the recurring activities of the Committee in carrying out its functions. The responsibilities and duties of a member of the Committee are in addition to his or her duties as a member of the Board.
Review and approve corporate goals and objectives relevant to the CEO, evaluate the performance of the CEO in light of the goals and objectives, either as a Committee or together with other independent directors as directed by the Board, determine and approve the CEO's compensation based on this evaluation, and determine the Corporation's policy with respect to the application of Internal Revenue Code Section 162(m).
Approve the compensation of all other executive officers and other employees of the Corporation, as the Board may determine and direct from time to time.
Approve the Corporation's schedule of salary ranges and grades for all salaried employees.
Approve the Corporation's incentive compensation programs, including their design, participation basis and participation rates, as they apply to all executive officers and other employees of the Corporation as the Board may determine and direct from time to time.
Approve and receive reports on the major benefit plans, plan changes, additions, terminations and discontinuations.
Direct the administration of the Corporation's various stock equity plans and deferred compensation plans, in accordance with such plans.
Designate from time to time those executive officers and other employees to whom stock option and/or restricted stock awards are to be granted and approve the number of shares to be optioned and/or granted from time to time to employees of the Corporation.
Review periodically, as deemed necessary by the Committee, the compensation strategy and practices of the Corporation.
Discuss with the CEO and chief human resources officer of the Corporation, as deemed necessary by the Committee, the performance evaluation systems and succession planning of the Corporation. In this connection the Committee shall discuss with the CEO the succession plan for the CEO.
Review and report to the Board the status of the Corporation's compensation program for Directors of the Corporation. Any changes in Director compensation should come upon the recommendation of the Committee, but with final approval by the Board.
In carrying out the responsibilities the Committee shall have the authority to budget for and hire experts, including executive compensation consultants, as are deemed appropriate to advise the Committee.
Provide reports required of the Committee by the SEC or NYSE, including the annual report on executive compensation in the Corporation's Proxy Statement.
Keep regular minutes of its meetings and report any actions taken to the Board at its next meeting.
Review the adequacy of this Charter on an annual basis.
Report annually to the Board concerning the performance of the Committee and discuss any needed action items for the Committee.
Perform such other functions within the purposes, duties and responsibilities of the Committee as may be directed by the Board.