COMPENSATION COMMITTEE
CHARTER
OF
NF ENERGY SAVING
CORPORATION
The purpose of
the Compensation Committee (the “Committee’’) of
the Board of Directors (the “Board’’) of NF
Energy Saving Corporation (“NFES’’) is to assist
the Board in carrying out its responsibilities with respect
to:
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Oversight of
the development, implementation, and effectiveness of NFES’s
compensation philosophy, policies, and strategies which are
designed to support the business objectives of NFES by attracting,
retaining, rewarding, and motivating the technical and
entrepreneurial skills and talent needed to achieve those
objectives.
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Oversee and
assure regulatory compliance and reporting requirements with
respect to compensation or related matters.
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The Committee
shall be comprised of at least two members of the Board, each of
whom shall serve for such term or terms as the Board may determine,
and shall be “independent’’ according to the
listing standards of the NYSE AMEX (“AMEX”) and the
rules and regulations of the Securities and Exchange Commission
(“SEC”), as amended from time to time.
Notwithstanding
the preceding paragraph, if the Committee is comprised of at least
three members, one member of the Board who is not defined as
“independent,” and is not a current officer or employee
or an immediate family member of such person, may be appointed to
the Committee, if the Board determines that it is an exceptional
and limited circumstance and that membership of such person on the
Committee is required by the best interests of NFES and its
shareholders, and the Board makes appropriate disclosure in the
next annual meeting proxy statement (or in the next annual report
of NFES on SEC Form 10-K or equivalent) subsequent to such
determination, concerning the nature of the relationship and the
reasons for that determination. A member of the Board appointed to
the Committee pursuant to this exception may not serve for in
excess of two years.
Unless a chair
is elected by the Board, the members of the Committee shall
designate a chair by majority vote of the full Committee
membership.
Determinations
of independence shall be made by the Board as the Board interprets
such qualifications in its business judgment and in accordance with
applicable law and regulation and SEC and AMEX rules and
standards.
The Committee
will meet at least two times each year or more frequently as it
deems necessary or appropriate to carry out its duties
an
