NEWGIOCO GROUP, INC.
COMPENSATION COMMITTEE CHAIR POSITION DESCRIPTION
- The Chair of the Compensation Committee (the “Committee”) will be appointed, serve and be removed at the pleasure of the Board.
Duties of the Committee Chair
- In addition to fulfilling his or her duties as an individual director, the duties of the Chair are to:
(a) serve as the Committee’s role model for responsible, ethical and effective decision making;
(b) lead the Committee in discharging all duties set out in the Committee Charter and as are delegated to the authority of the Committee by the Board;
(c) take reasonable steps to ensure that the Committee members execute their duties pursuant to the Committee Charter;
(d) manage the affairs of the Committee to ensure that the Committee is organized properly and functions effectively;
(e) preside at, and together with the members as appropriate, call, schedule and prepare the agenda for each meeting of the Committee;
(f) coordinate with management and advisors engaged by the Committee to ensure that:
(i) documents are delivered to members in sufficient time in advance of Committee meetings for a thorough review;
(ii) matters are properly presented for the Committee’s consideration at meetings;
(iii) members have an appropriate opportunity to discuss issues at each meeting;
(iv) members have an appropriate opportunity to question management, employees and advisors regarding compensation issues and all other matters of importance to the Committee; and
(v) members work constructively towards their recommendations to the Board;
(g) communicate with each member of the Committee to ensure that:
(i) each member has the opportunity to be heard and participate in decision making; and
(ii) each member is accountable to the Committee;
(h) arrange for the preparation, accuracy and distribution of all minutes of the Committee to its members and advisors, as appropriate;
(i) ensure that the Committee, following each meeting:
(i) reports to the Board regarding its activities, findings and recommendations; and
(ii) makes Committee information available to any director upon request; and
(j) assist in maintaining effective working relationships between Committee members, the Board, the President & CEO, advisors, executive officers and management.