The purposes of the Compensation and Leadership Development Committee (the "Committee") of the Board of Directors (the "Board") of Yahoo! Inc. (the "Company") shall be to oversee the Company's compensation and employee benefit plans and practices, including its executive, director, and other incentive and equity-based compensation plans, to oversee organizational development, to review and discuss with management the Company's compensation discussion and analysis ("CD&A") to be included in the Company's annual proxy statement or annual report on Form 10-K filed with the Securities and Exchange Commission ("SEC"), and to prepare the Compensation Committee Report as required by the rules and regulations of the SEC.
This Charter is intended as a component of the flexible governance framework within which the Board, assisted by its committees, directs the affairs of the Company. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Company's Certificate of Incorporation and Bylaws, it is not intended to establish by its own force any legally binding obligations.
Except as otherwise required under the Applicable Listing Rules (as defined below), the Committee shall comprise at least two directors (or such greater number as the Board may deem appropriate from time to time) each of whom, in the business judgment of the Board, (a) qualifies as an independent director (“Independent Director”) under the rules of The NASDAQ Stock Market LLC (“Applicable Listing Rules”) and the Company's Corporate Governance Guidelines and (b) satisfies such additional eligibility requirements for membership on the Committee as may be required from time to time by the Applicable Listing Rules. Notwithstanding the foregoing, at least two members of the Committee shall qualify as “non-employee directors” within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), and as “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, if a member of the Committee does not qualify as an outside director, a subcommittee composed solely of at least two outside directors shall be formed pursuant to Article VI below for the purpose of approving matters intended to comply with Section 162(m) of the Code. The members of the Committee will be appointed by and serve at the pleasure of the Board.
Vacancies on the Committee shall be filled in accordance with Board procedures. No member of the Committee shall be removed except by majority vote of the Board.
The Committee may fix its own rules of procedure, which shall be consistent with the Bylaws of the Company and this Charter. The Committee shall meet at least two times annually or more frequently as circumstances or such rules of procedure as it may adopt require. The Board may designate one member of the Committee as its Chairperson and in the absence of any such designation by the Board, the Committee shall designate by majority vote of the full Committee one member of the Committee as its Chairperson. A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum. The Committee may take action by unanimous written consent in accordance with the Bylaws of the Company and this Charter.
The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests. The Company's Chief Executive Officer ("CEO") shall not be present during voting or deliberations on the CEO's compensation.
The Committee shall regularly report to the Board on Committee findings, recommendations and other matters the Committee deems appropriate or the Board requests. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.
The following duties and responsibilities of the Committee are set forth as a guide to the Committee with the understanding that the Committee may alter or supplement them as appropriate under the circumstances to the extent consistent with the overall purpose of the Committee and the requirements of applicable laws and Applicable Listing Rules.
The Committee shall, on an annual basis, evaluate its performance under this Charter. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.
The results of the evaluation shall be reported to the Board, orally or in writing, including any recommended amendments to this Charter and any recommended changes to the Company's or the Board's policies or procedures.
The Committee may form subcommittees for any purpose that the Committee deems appropriate (including a subcommittee consisting solely of at least two "outside directors" with respect to matters intended to comply with Section 162(m) of the Code) and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, however, that the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.
The Committee may also delegate, to one or more officers of the Company, certain of its powers specified in the Company's 1995 Stock Plan, as amended, to the extent permitted by Section 157(c) of the Delaware General Corporation Law and any other applicable law.
The Committee may conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities, and may, in its sole discretion after considering such independence factors as may be required by the Applicable Listing Rules or applicable SEC rules, retain or obtain the advice of a compensation consultant, independent legal counsel or other advisers as it deems necessary and appropriate, including to advise the Committee with respect to amounts or forms of executive or director compensation, and may rely on the integrity and advice of any such consultants, legal counsel or other advisers. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, independent legal counsel or other advisers retained by the Committee, including sole authority to approve the consultant's, legal counsel’s or adviser’s fees, scope of work and other retention terms, with reasonable compensation therefor as determined by the Committee to be borne by the Company, and to terminate any such consultant, legal counsel or adviser. The Company shall also provide appropriate funding, as determined by the Committee, for the ordinary administrative expenses of the Committee that are necessary and appropriate in carrying out its duties. It is the Committee’s intention that any compensation consultant engaged to advise the Committee with respect to executive and director compensation will not engage in work for the Company that is unrelated to executive and director compensation advisory services without prior approval of the Committee.
As of January 17, 2014
Jane E. Shaw
Maynard Webb Jr.