Extract to table

The restated charter must establish the committee's sole authority to retain and terminate advisors without board approval

The restated charter must include an annual self-evaluation requirement

The restated charter must include an explicit funding authority provision

The committee must have a minimum of three members, all of whom must be independent under both the NYSE independence standards and the heightened independence standards of Rule 10A-3

Each member must be "financially literate" as determined by the board in its business judgment, and at least one member must have "accounting or related financial management expertise" — again, as determined by the board

The restated charter must include explicit provisions for clawback policy administration and oversight