Common use of Human Resources Committee Clause in Contracts

Human Resources Committee. The Human Resources Committee (HRC) shall be comprised of six members. Two representatives shall be from the Board of Directors, one of whom shall serve as the Chair; two representatives from the Transmission Owning Member sector as nominated by the Corporate Governance Committee; and two representatives from the Transmission Using Member sector as nominated by the Corporate Governance Committee. The Board of Directors shall appoint the representatives of the HRC at the regular meeting of the Board of Directors immediately following each annual meeting of Members. Each representative of the HRC shall continue to be a representative thereof until the Board of Directors appoints his/her successor. Where a vacancy occurs the Corporate Governance Committee will fill the vacancy on an interim basis until the next meeting of the Board of Directors. The HRC shall meet at least twice per calendar year, and additionally as needed, provided that a quorum, as defined in these Bylaws, is present. The HRC shall report to the Board of Directors following each HRC meeting with respect to its activities and with such recommendations, as the HRC deems necessary. The responsibilities of the Human Resources Committee shall include assistance to the Board of Directors in fulfilling its responsibility to the Members, and investment community with respect to the oversight of: (a) The development and administration of employee benefit programs; (b) The effectiveness of SPP’s compensation plan for employees and directors; (c) The activities of investment managers charged with managing employee benefit assets, including evaluation of performance; (d) Approve and monitor SPP staffing structure to ensure it accomplishes organizational mission; (e) Maintain current job description for the President and conduct annual performance evaluation; (f) Other duties and responsibilities detailed in the Human Resources Committee charter; and (g) Perform such other functions as the Board of Directors may delegate or direct.

Human Resources Committee. The Human Resources Committee (HRC) shall be comprised of six members. Two representatives shall be from the Board of Directors, one of whom shall serve as the Chair; two representatives from the Transmission Owning Member sector as nominated by the Corporate Governance Committee; and two representatives from the Transmission Using Member sector as nominated by the Corporate Governance Committee. The Board of Directors shall appoint the representatives of the HRC at the regular meeting of the Board of Directors immediately following each annual meeting of MembersHRC. Each representative of the HRC shall continue to be a representative thereof until the Board of Directors appoints his/her successor. Where a vacancy occurs the Corporate Governance Committee will fill the vacancy on an interim basis until the next meeting of the Board of Directors. The HRC shall meet at least twice per calendar year, and additionally as needed, provided that a quorum, as defined in these Bylaws, is present. The HRC shall report to the Board of Directors following each HRC meeting with respect to its activities and with such recommendations, as the HRC deems necessary. The responsibilities of the Human Resources Committee shall include assistance to the Board of Directors in fulfilling its responsibility to the Members, and investment community with respect to the oversight of: (a) The development and administration of employee benefit programs; (b) The effectiveness of SPP’s compensation plan for employees and directorsemployees; (c) The activities of investment managers charged with managing employee benefit assets, including evaluation of performance; (d) Approve and monitor SPP staffing structure to ensure it accomplishes organizational mission; (e) Maintain current job description for the President and conduct annual performance evaluation; (f) Recommend policies by which positions, duties, qualifications, salaries, benefits and other necessary matters pertaining to the SPP Officers are determined; (g) Other duties and responsibilities detailed in the Human Resources Committee charter; and (gh) Perform such other functions as the Board of Directors may delegate or direct.

Human Resources Committee. The Human Resources Committee (HRC) shall be comprised of six members. Two representatives shall be from the Board of Directors, one of whom shall serve as the Chair; two representatives from the Transmission Owning Member sector as nominated by the Corporate Governance Committee; and two representatives from the Transmission Using Member sector as nominated by the Corporate Governance Committee. The Board of Directors shall appoint the representatives of the HRC at the regular meeting of the Board of Directors immediately following each annual meeting of Members. Each representative of the HRC shall continue to be a representative thereof until the Board of Directors appoints his/her successor. Where a vacancy occurs the Corporate Governance Committee will fill the vacancy on an interim basis until the next meeting of the Board of Directors. The HRC shall meet at least twice per calendar year, and additionally as needed, provided that a quorum, as defined in these Bylaws, is present. The HRC shall report to the Board of Directors following each HRC meeting with respect to its activities and with such recommendations, as the HRC deems necessary. The responsibilities of the Human Resources Committee shall include assistance to the Board of Directors in fulfilling its responsibility to the Members, and investment community with respect to the oversight of: (a) a. The development and administration of employee benefit programs; (b) b. The effectiveness of SPP’s compensation plan for employees and directors; (c) c. The activities of investment managers charged with managing employee benefit assets, including evaluation of performance; (d) d. Approve and monitor SPP staffing structure to ensure it accomplishes organizational mission; (e) e. Maintain current job description for the President and conduct annual performance evaluation; (f) f. Other duties and responsibilities detailed in the Human Resources Committee charter; and (g) g. Perform such other functions as the Board of Directors may delegate or direct.

Human Resources Committee. The Human Resources Committee (HRC) shall be comprised of six members. Two representatives shall be from the Board of Directors, one of whom shall serve as the Chair; two representatives from the Transmission Owning Member sector as nominated by the Corporate Governance Committee; and two representatives from the Transmission Using Member sector as nominated by the Corporate Governance Committee. The Board of Directors shall, at its initial meeting after its election in each year, elect from among its number a committee of three or more members who shall appoint constitute the representatives of the HRC at the regular meeting of the Board of Directors immediately following each annual meeting of MembersHuman Resources Committee. Each representative of the HRC shall continue to be a representative thereof until the Board of Directors appoints his/her successor. Where a vacancy occurs the Corporate Governance Committee will fill the vacancy on an interim basis until the next meeting of the Board of Directors. The HRC shall meet at least twice per calendar year, and additionally as needed, provided that a quorum, as defined in these Bylaws, is present. The HRC shall report to the Board of Directors following each HRC meeting with respect to its activities and with such recommendations, as the HRC deems necessary. The responsibilities member of the Human Resources Committee shall include assistance to serve for the ensuing year and until his or her successor is elected and shall qualify; provided, however, that any member of the Human Resources Committee may be removed, with or without cause, at any time by the Board of Directors of the Association. The Human Resources Committee shall monitor, on behalf of the Board of Directors, management's performance in fulfilling its responsibility to providing the Members, management and investment community with respect to the oversight of: (a) The development and administration of employee benefit programs; (b) The effectiveness of SPP’s compensation plan for employees and directors; (c) The activities of investment managers charged with managing employee benefit assets, including evaluation of performance; (d) Approve and monitor SPP staffing structure to ensure it accomplishes organizational mission; (e) Maintain current job description manpower requirements for the President proper functioning and conduct annual performance evaluation; (f) Other duties progress of the Association and responsibilities detailed in shall counsel with management; the Human Resources Committee chartershall review plans for management succession, management training and management development programs; the Human Resources Committee shall review (and (g) Perform such other functions as , if directed by the Board of Directors may delegate Directors, establish) salary and wage administration procedures, including current ranges and surveys; approve any major deviation from established salary and wage levels; review compliance with applicable regulations; approve (and, if directed by the Board of Directors, establish) compensation of the principal executive officers, considering the recommendation of the Chairman of the Board, and in the case of the Chief Executive Officer's salary, considering the recommendation of the Chairman or directPresident of SouthTrust Corporation; establish directors' fees; review and recommend proposed new Board members; review employee relation plans and activities; and establish a budget for contributions and review management's recommendations for individual contributions. Each member of the Human Resources Committee shall be entitled to an attendance fee for each meeting of the Human Services Committee, the amount of such fee to be established by the Board of Directors.