Human Resources Charter
CONAGRA FOODS, INC.
HUMAN RESOURCES COMMITTEE CHARTER
(Amended and Restated February 2014)
The Human Resources Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of ConAgra Foods, Inc. (the “Company”) to assist the Board in fulfilling its responsibilities relating to leadership development and compensation of the Company's directors, executive officers and other employees as discussed in this Charter.
The Committee has the authority and responsibilities described in this Charter. This Charter has been adopted by the Board.
The Committee will be comprised of at least three directors who shall meet the independence requirements established by the New York Stock Exchange (“NYSE”). In particular, in determining whether a director is eligible to serve on the Committee, the Board must also consider all factors specifically relevant to determining whether the director has a relationship to the Company that is material to the director’s ability to be independent from management in connection with the duties of a Committee member or that would impair the director’s ability to make independent judgments about the Company’s executive compensation. These factors must include but are not limited to (a) the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by the Company to the director and (b) whether the director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company.
In addition, each of the Committee members shall qualify as "non-employee directors" for purposes of Rule 16(b)-3 under the Securities Exchange Act of 1934, as amended, and satisfy the requirements of an "outside director" for purposes of Section 162(m) of the Internal Revenue Code. The members of the Committee will be appointed and replaced by the Board based on the recommendations of the Nominating, Governance and Public Affairs Committee.
The Committee may delegate its responsibilities to subcommittees comprised of one or more Committee members or to selected members of management, subject to requirements of the Company's By-Laws and applicable laws, regulations and the terms of shareholder-approved plans.
Committee Authority and Responsibilities
The Committee's responsibilities include performing the following:
• Establish and oversee implementation of a total rewards philosophy for the Company's executive officers and other significant employees (the "Senior Leadership Team").
• Review and approve corporate goals and objectives relevant to the Chief Executive Officer's compensation and, together with the other independent directors, at least annually evaluate the Chief Executive Officer's performance in light of those goals and objectives. The outcome of the annual performance evaluation shall inform the Committee’s determination and approval of the Chief Executive Officer's compensation level. Any change to the Chief Executive Officer’s base salary shall be approved by the independent directors.
• Review and approve all compensation elements for members of the Senior Leadership Team in addition to the Chief Executive Officer, and any employment agreements, change-in-control agreements, severance or retention agreements for members of the Senior Leadership Team, including the Chief Executive Officer.
• Review and approve, or when shareholder approval is required, make recommendations to the Board with respect to incentive compensation plans for the Senior Leadership Team and establish incentive compensation pursuant to these approved plans.
• Review and approve, or when shareholder approval is required, make recommendations to the Board with respect to all equity-based plans for employees generally and establish equity-based programs pursuant to these approved plans.
o Approve all grants of equity-based awards and determine the terms and conditions of such awards.
• Review and approve a peer group against which to inform the competitiveness of and compare compensation systems for the Senior Leadership Team.
• Establish and monitor compliance with stock ownership guidelines for the Senior Leadership Team.
• Review and discuss with the Board whether the Company’s compensation programs for employees generally are designed in a manner that creates incentives for employees to take inappropriate or excessive risk and whether any compensation policies and/or practices are reasonably likely to have a material adverse effect on the Company.
• Review directly or with the full Board, succession plans for all Senior Leadership Team positions.
• Review directly or with the full Board, the company-wide integrated talent management programs and processes, including those related to talent acquisition, development, assessment, and diversity for employees generally.
• Review and make recommendations to the Board with respect to the compensation of non-employee directors, which may include proposals related to stock ownership guidelines for non-employee directors.
• Review the results of any shareholder advisory votes regarding the Company’s executive compensation and recommend to the Board how to respond to such votes.
• Review and discuss with management the Company's annual Compensation Discussion and Analysis ("CD&A") and other compensation-related disclosures to be included in the annual proxy statement. The Committee will determine, based on the review and discussion, whether to recommend to the Board that the CD&A be included in the Company's annual proxy statement. The Committee will also oversee preparation of the separate Committee report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement over the names of the Committee members.
• Report regularly to the Board following meetings of the Committee.
• Annually review and evaluate its own performance and compliance to the Charter, as well as periodically assess the adequacy of this Charter, recommending any changes to the Board for approval.
Committee Resources and Authority
To assist the Committee in the performance of its functions, the Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser. The Committee will be directly responsible for the appointment, compensation, oversight of the work and termination of any compensation consultant, independent legal counsel or other adviser retained by the Committee. The Committee shall have sole authority to retain (and terminate) compensation consultants to assist in the evaluation of executive officer and director compensation and the sole authority to approve the fees and other retention terms of such compensation consultants.
The Company must provide for appropriate funding, as determined by the Committee, to support the Committee’s activities and for payment of reasonable compensation to a compensation consultant, independent legal counsel or any other adviser retained by the Committee. The compensation consultant, independent legal counsel and any other adviser retained by the Committee shall be ultimately accountable to the Committee.
The Committee may select a compensation consultant, legal counsel or other adviser to the Committee or receive advice from a compensation consultant, legal counsel or other adviser (other than in-house legal counsel or any compensation consultant, legal counsel or other adviser whose role is limited to activities for which no disclosure would be required under Item 407(e)(3)(iii) of Regulation S-K) only after taking into consideration all factors relevant to that person’s independence from management. Such factors shall include the following:
• the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser;
• the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;
• the policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;
• any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;
• any Company stock owned by the compensation consultant, legal counsel or other adviser; and
• any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company.