Compensation Committee Charter
The Board of Directors of Kansas City Life Insurance Company shall appoint from its members a Compensation Committee. The Compensation Committee shall be composed of at least three members of the Board of Directors. Vacancies shall be filled by the Board of Directors as provided by the Company’s Bylaws and Articles of Incorporation.
The primary purpose of the Compensation Committee is to (i) assist the Board of Directors in discharging its responsibilities in respect of compensation of those officers of the Company (the “Executive Officers”) filing reports pursuant to Section 16b of the Securities Exchange Act of 1934, as amended, and Directors.
Independence of Members
Appointments to the Compensation Committee shall comply with standards promulgated by the Securities and Exchange Commission and the NASDAQ Stock Market, Inc.
Meetings, Quorum, Informal Actions, Minutes
The Compensation Committee shall meet as deemed necessary, but no less than once per year. Meetings may be called by the Chair of the Compensation Committee, Chairman of Board, or the President, Chief Executive Officer. A majority of the members of the Compensation Committee shall constitute a quorum. Concurrence of a majority of the quorum (or, in case a quorum at the time consists of two members of the Committee, both members present) shall be required to take formal action of the Compensation Committee.
The Compensation Committee may act by unanimous written consent, and may conduct meetings via conference telephone or similar communication equipment.
Members of the Compensation Committee may meet informally with officers or employees of the Company and its subsidiaries and may conduct informal inquiries and studies without the necessity of formal meetings. The Compensation Committee may delegate to its chair or to one or more of its members the responsibility for performing routine functions.
The Compensation Committee shall:
Approve base salaries, salary increases, stock option grants, phantom stock option grants, incentive plans for the Executive Officers, as well as any employment terms for the Executive Officers not part of Kansas City Life’s standard employment terms relating to its employees generally.
Review and approve corporate goals relevant to the compensation of the Executive Officers.
Review and approve recommendations to the Board of Directors with respect to the annual incentive compensation plan and goals.
Review and approve recommendations to the Board of Directors with respect to Director compensation.
Recommend Committee Chairperson to the Board of Directors.
Perform such other duties or responsibilities consistent with this charter expressly delegated to the Committee by the Board.
Report the Committee’s activities to the full Board of Directors on a regular basis.
The Compensation Committee is authorized to employ the services of such Counsel, consultants, experts and personnel, including persons already employed or engaged by the Company, as the Committee may deem reasonably necessary to enable it to fully perform its duties and fulfill its responsibilities as set out in its charter. The Compensation Committee shall determine the appropriate funding that the Company shall provide for payments of compensation to any such persons employed by the Compensation Committee.