The Board of Directors (the "Board") of Cenveo, Inc. (the "Company") hereby constitutes and establishes a Human Resources Committee (the "Committee") with the authority, purpose, responsibility and specific duties as described below.
Purpose and Responsibilities
The Committee has been formed to assist the Board in fulfilling its oversight responsibilities and to carry out the purposes and responsibilities required of it under applicable law and the requirements of the New York Stock Exchange (the "NYSE").
The primary purpose and responsibilities of the Committee are to:
Membership and Operations
The Committee shall be comprised of two or more directors all of whom shall be "independent directors", as determined by the Board in accordance with Section 303A of the NYSE's Listed Company Manual ("Rule 303A") and the Standards for Independence set forth in the Company's Governance Guidelines. Members of the Committee and the Chair of the Committee shall be appointed and removed from time to time by the independent members of the Board.
The Committee shall meet at least one time per year, and as many times as the Committee deems necessary. The Chair shall have full voting rights. The Chair may call, in his or her discretion, special meetings of the Committee which meetings may be conducted telephonically. In the event that the Chair is absent from a meeting, the member with the greatest seniority on the Board shall chair the meeting unless the members agree otherwise. The Chair shall appoint a secretary of the Committee which need not be a member of the Committee or the Board and who may be an employee of the Company. The secretary shall keep minutes of the meeting but shall not be entitled to vote on matters presented for a vote unless otherwise a member of the Committee. Attendance by persons other than members of the Committee at meetings of the Committee shall be allowed only at the invitation of the Chair or a majority of the members.
If the Committee has at least three members, it may delegate portions of its duties to one or more subcommittees.
The Committee shall have such powers as are necessary or appropriate to accomplish its purposes, responsibilities and duties, including the power to engage (at the Company's expense) outside advisors to assist the Committee in the performance of its duties. The Committee may be required to investigate an activity of the Company related to the Committee's charter, and all employees are directed to cooperate in such investigation as requested by members of the Committee. The Committee is solely empowered to retain (at the Company's expense) and terminate persons or firms of persons having special competence as necessary to assist the Committee in fulfilling its responsibilities, including those of independence and objectivity. If the Committee retains any such persons or firms of persons, the Committee shall have sole authority to approve the fees and other retention terms. The Committee shall have the power to amend this charter from time to time subject to ratification by a majority of the independent members of the entire Board.