1. Purpose And Scope
The compensation committee (the “Committee”) of the Board of Directors (the “Board”) of MI Developments Inc. (the “Company”) shall exercise the responsibilities and duties set forth below, including but not limited to making recommendations with respect to all forms of compensation to be granted to the Chief Executive Officer of the Company (the “CEO”) and the members of the Board and reviewing the CEO’s recommendations respecting compensation of the other senior executives of the Company.
2. Membership
2.1 Number of Members
The Committee shall be composed of three members of the Board.
2.2 Independence
Each member of the Committee shall be independent within the meaning of the provisions of National Policy 58-201 – Corporate Governance Guidelines of the Canadian Securities Administrators and the applicable rules and regulations of the United States Securities and Exchange Commission and the New York Stock Exchange, each as may be amended from time to time.
2.3 Term
The members of the Committee shall be appointed annually by the Board. Each member of the Committee shall serve at the pleasure of the Board until the member resigns, is removed, or ceases to be a member of the Board.
2.4 Chair
At the time of the annual appointment of the members of the Committee, the Board shall appoint a member of the Committee as Chair of the Committee.
3. Duties and Responsibilities
To fulfil its responsibilities and duties, the Committee shall:
(a) review and approve corporate goals and objectives relevant to CEO compensation;
(b) evaluate the CEO’s performance in light of those corporate goals and objectives, and determine/make recommendations to the Board with respect to the CEO’s compensation level based on its evaluation;
(c) review the recommendations to the Committee of the Chief Executive Officer respecting the appointment, compensation and other terms of employment of the Chief Financial Officer, all senior management reporting directly to the Chief Executive Officer and all other officers appointed by the Board of Directors and, if advisable, approve and recommend for Board approval, with or without modifications, any such appointment, compensation and other terms of employment;
(d) recommend to the Board the remuneration (fees and/or retainer) to be paid to and the benefits to be provided to directors;
(e) review executive compensation disclosure before the issuer publicly discloses this information;
(f) prepare an annual report for inclusion in the Company’s management information circular to shareholders respecting the process undertaken by the Committee in its review and preparation of recommendations to the Board in respect of compensation;
(g) review the terms and administration of the Company’s share-based compensation plans and, if advisable, recommend plans and grants thereunder for approval of the Board; and
(h)review and assess the adequacy of this Charter at least annually to ensure compliance with any rules of regulations promulgated by any regulatory body and recommend to the Board for its approval any modifications to this Charter as considered.
4. Meetings
4.1 Procedure
The time and place of the meetings of the Committee, the calling of meetings of the Committee and the procedure at such meetings in all respects shall be determined by the Committee; provided, however, that a majority of the members of the Committee shall constitute a quorum.
4.2 Reporting to the Board
The Chair shall provide a report to the Board on material matters considered by the Committee.
5. Outside Advisors
The Committee has the authority to engage and compensate any outside advisor that it determines to be necessary to permit it to carry out its duties. The Company shall provide appropriate funding, as determined by the Committee, for the services of these advisors. If the Committee retains an independent compensation consultant to advise the Committee directly, any additional work undertaken by such independent compensation consultant at the request of management must be pre-approved by the Chair of the Committee.
