COMPENSATION COMMITTEE
CHARTER OF LAZARD LTD
Purpose
The Compensation Committee is appointed by the Board of Directors
(the “Board”) to discharge the Board’s responsibilities
relating to compensation of Lazard Ltd’s (the “Company’s”)
Chief Executive Officer (the “CEO”) and the Company’s
executive officers (the “Senior Executives”). The Committee
oversees the compensation plans, policies and programs of the Company
as they affect the CEO and the Senior Executives, and has full authority
to determine and approve the compensation of the CEO, as well as
to make recommendations with respect to the compensation of the
Senior Executives.
The Compensation Committee (i) shall review and discuss with the Company’s management
the Compensation Discussion and Analysis (CD&A) to be included in the Company’s
annual proxy statement and determine whether to recommend to the Board of Directors
that the CD&A be included in the proxy statement and (ii) shall be responsible for producing the Compensation Committee Report for inclusion in the Company’s
proxy statement or annual report.
Committee Membership
The members of the Compensation Committee shall meet the independence
requirements of the New York Stock Exchange. The members of the
Compensation Committee shall be appointed annually, and vacancies
filled or members removed by the Board, on the recommendation of
the Nominating & Governance Committee. One member of the Compensation
Committee shall be appointed as its Chairperson by the Board. A
Compensation Committee Member may resign by giving written notice
to the Board and may resign Compensation Committee membership without
resigning from the Board. The Committee may delegate authority to
individuals or subcommittees when it deems appropriate.
Meetings
The Compensation Committee shall meet as often as necessary to carry
out its responsibilities. The Chairperson shall preside at each
meeting and, in the absence of the Chairperson, one of the other
members of the Compensation Committee shall be designated as the
acting chair of the meeting. All meetings of the Compensation Committee
shall be held pursuant to the By-laws of the Company with regard
to notice and waiver thereof, and written minutes of each meeting,
in the form approved at the immediately following meeting, shall
be duly filed in the Company records.
Committee Authority and Responsibilities
- The Compensation Committee shall have the sole authority to
retain and terminate any compensation consultant to be used to
assist it in the evaluation of the CEO or Senior Executive compensation
and shall have sole authority to approve the consultant’s
fees and the other terms and conditions of the consultant’s
retention. The Compensation Committee shall also have authority
to obtain advice and assistance from internal or external legal,
accounting or other advisors.
- The Compensation Committee shall annually review and approve
goals and objectives relevant to CEO compensation, evaluate the
CEO’s performance in light of those goals and objectives,
and determine and approve the CEO’s overall compensation
levels based on this evaluation. In determining the incentive
components of CEO compensation, the Compensation Committee shall
consider the Company’s performance and relative shareholder
return, the value of similar incentive awards to CEOs at comparable
companies, and the awards given to the CEO in past years.
- The Compensation Committee shall, at least annually, review
and approve the annual base salary and annual incentive opportunities
and compensation of the CEO and the Senior Executives. In addition,
periodically and as and when appropriate, the Compensation Committee
shall review and make recommendations with respect to (and, with
respect to the CEO, approve) the following as they affect the
CEO and the Senior Executives: (a) all incentive awards and opportunities,
including both cash-based and equity-based awards and opportunities;
(b) any employment agreements and severance arrangements; (c)
any change-in-control agreements and change-in-control provisions
affecting any elements of compensation and benefits. In addition,
the Compensation Committee shall receive periodic reports on the
Company’s compensation programs as they affect all managing
directors and employees. Finally, the Compensation Committee shall
review and make recommendations with respect to (and, with respect
to the CEO, approve) any special or supplemental compensation
and benefits for the CEO and the Senior Executives and persons
who formerly served as the CEO and/or as Senior Executives, including
supplemental retirement benefits and the perquisites provided
to them during and after employment.
- The Compensation Committee shall monitor the Company’s
compliance with the requirements under the Sarbanes-Oxley Act
of 2002 relating to 401(k) plans and loans to directors and officers
and with all other applicable laws affecting managing director
or employee compensation and benefits.
- The Committee shall oversee the Company’s compliance
with the requirement under NYSE rules that shareholders approve
equity compensation plans, with limited exceptions.
- The Compensation Committee may form and delegate authority to subcommittees when
appropriate.
- The Compensation Committee shall make regular reports to the
Board.
- The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Compensation Committee shall annually review its own performance.