There will be a committee of the Board of Directors (the “Board”) of Liberty Global plc (the “Company”) which will be called the Compensation Committee (the “Committee”).
- Statement of Purpose
The purposes of the Committee are:
(1) oversee and evaluate, pursuant to Section 4 hereof, the performance of the Company’s executive officers (the “Executive Officers”), which includes all officers of the Company subject to Section 16 of the Securities Exchange Act of 1934, as amended, and such other officers as the Committee may designate from time to time;
(2) assist the Board in discharging its responsibilities relating to compensation of the Company’s Executive Officers;
(3) administer the Company’s equity incentive plans (other than any such plan applicable only to nonemployee directors); and
(4) produce an annual report on executive compensation for inclusion in the Company’s proxy statement in accordance with applicable rules and regulations.
- Committee Membership
The Committee will have at least three members (the “Committee Members”). It will be composed of directors who satisfy the independence requirements set forth in the Corporate Governance Rules of The Nasdaq Stock Market LLC, the Securities and Exchange Commission (“SEC”) and all other applicable legal and regulatory requirements. Each Committee Member will be a “Non-Employee Director, as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, no action of the Committee will be void or deemed to be without authority due to the failure of any Committee Member, at the time that such action was taken, to meet any qualification standard set forth in this Compensation Committee Charter.
The Committee Members will be appointed, and may from time to time be removed, by the Board. Each Committee Member will serve on the Committee until the earlier of their death, resignation or removal by the Board, or until their successor shall have been appointed. The Board shall designate one Committee Member to act as Chair of the Committee from time to time. The Board will take into account any recommendations of the Nominating and Corporate Governance Committee in making such appointments.
Meetings of the Committee may be called by or at the request of the Board, the Chair of the Committee, any two members of the Committee or the Company’s Chief Executive Officer (“CEO”). Notice of a meeting of the Committee stating the place, day and hour of the meeting shall be given to each member of the Committee at least one day prior thereto by email, personal delivery or by telephone, electronically transmitted facsimile or other form of wire or wireless communication. The method of notice need not be the same for each member of the Committee.
The Chair of the Committee, in consultation with the other Committee members and management, shall determine the length of the Committee meetings and develop meeting agendas consistent with this Charter.
As necessary or desirable, the Chair of the Committee may invite any director, officer or employee of the Company, or other persons whose advice and counsel are sought by the Committee, to be present at meetings of the Committee, consistent with the maintenance of confidentiality of compensation discussions. The CEO shall not be present during voting or deliberations on the CEO’s compensation.
At a meeting of the Committee, a majority of the Committee Members then in office will constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon such proposal, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
All actions to be taken by the Committee shall require the affirmative vote of at least a majority of the Committee Members in attendance at Committee meeting where a quorum is present.
The Committee will meet not less than  times per year. Such meeting may be held in person or remotely by any electronic or telephonic means in which all Committee Members can hear and be heard by each other Committee Member.
Minutes of the Committee meetings will be taken by the Secretary or any Assistant Secretary appointed by the Committee.
- Functions and Responsibilities
In furtherance of the purposes set forth above, the Committee will perform the functions and responsibilities enumerated herein as appropriate and will have all the powers of the Board necessary or desirable to perform such functions and responsibilities as may be delegated to a committee of the Board under English law. Notwithstanding the enumeration of specific functions and responsibilities herein, the Committee believes that its policies and procedures should remain flexible to facilitate its ability to respond to changing circumstances and conditions in fulfilling its responsibilities to the Company and its shareholders. The Committee will by resolution establish its own rules and regulations for all meetings. In the absence of such action by the Committee, the provisions of the Company’s Articles of Association generally applicable to committees of the Board will apply to the Committee.
The Committee will review and approve annual and long-term performance goals and objectives relevant to the compensation of the CEO and the other Executive Officers of the Company.
The Committee will evaluate the CEO’s performance taking into account those goals and objectives and will determine the CEO’s compensation level based on that evaluation, as well as the short-term and long-term performance of the Company. In determining the long-term incentive component of CEO compensation, the Committee will consider the Company’s performance, the value of similar incentive awards to chief executive officers at comparable companies, the awards given to the CEO in past years and any other factors that the Committee may deem appropriate.
The Committee will oversee the CEO’s evaluation of the performance of the other Executive Officers of the Company. The Committee will review and approve the compensation of all Executive Officers and certain other executives other than the CEO, based on such factors as the Committee may deem relevant. Those factors may include, for example, (i) the short-term and long-term performance of the Company, (ii) the performance of the Executive Officers in light of relevant goals and objectives approved by the Committee, (iii) executive compensation levels at comparable companies, and (iv) the recommendations of the CEO.
The Committee will review and approve the employment agreements of the Executive Officers and certain other executives and any amendments thereto.
The Committee may make recommendations to the Board with respect to cash-based and equity-based plans of the Company, and will administer such plans, with authority to make and modify grants under, and to approve or disapprove participation in, such plans.
The Committee will have the sole authority to retain and terminate independent legal, accounting and other consultants and advisors, as well as purchase any reports, surveys or other documentation, to assist it in carrying out its functions and responsibilities and to approve the fees and other terms of engagement of those consultants and advisors. The Company will be responsible for the payment of the fees and expenses of any such consultant, advisor, report, survey or other documentation. The Committee shall be directly responsible for providing oversight of the work of any such consultants or advisors. Before retaining or obtaining advice from any such consultant or advisor, the Committee shall take into consideration the factors required by Nasdaq Rule 5605(d)(3).
The Committee will have authority to make or recommend such changes to any incentive-compensation plan and equity-based plan of the Company as the Committee deems appropriate, subject to any necessary shareholder approval.
The Committee will review and discuss with the Company’s management the compensation-related disclosures required to be included by the SEC in the Company’s annual proxy statement or annual report on Form 10-K to be filed with the SEC, including as applicable, the Company’s “Compensation Discussion and Analysis”; and as applicable, recommend to the Board whether or not to include such “Compensation Discussion and Analysis” in such proxy statement or annual report.
The Committee will consider the results of shareholder votes on executive compensation matters and make recommendations to the Board on what actions, if any, are warranted.
The Committee will produce a Committee report on executive compensation to the extent required to be included in the Company’s annual proxy statement, annual report on Form 10-K or other filing required to be made with the SEC.
The Committee will at least annually consider the risks associated with the Company’s compensation policies and practices for both the Executive Officer’s compensation and compensation generally and will, as needed, discuss such risks with management.
The Committee will make regular reports to the Board. The Committee will periodically review and assess the Committee’s and individual members’ performance.
The Committee will at least annually review and reassess this Charter and recommend any proposed changes to the Board for approval.
The Committee may form and delegate authority to one or more subcommittees, consisting of one or more persons, when appropriate.
The Committee may take or perform any other actions consistent with this Compensation Committee Charter, the Company’s Articles of Association, and any applicable law or regulation as the Committee Members deem necessary or appropriate.
ADOPTED by the Board effective February 14, 2022