题目

英语翻译
In fulfilling its responsibilities,the Committee is entitled to form and delegate any or all of its responsibilities to a subcommittee consisting of one or more members of the Committee,when appropriate and permitted by applicable legal and regulatory requirements; provided,however,that the Committee shall not delegate its responsibilities for any matters that involve executive compensation or any matters where it has determined such compensation is intended to comply with Section 162(m) of the Code or is intended to be exempt from Section 16(b) under the Exchange Act pursuant to Rule 16b-3,unless the members of such subcommittee qualify as “outside directors” under Section 162(m) and “non-employee directors” under Rule 16b-3.Where so permitted,a subcommittee of the Committee may exercise the powers and authority of the Committee and the Board while acting within the scope of the powers and responsibilities delegated to it.
The Committee,in discharging its oversight role,i

提问时间：2021-03-24

答案

In fulfilling its responsibilities, the Committee is entitled to form and delegate any or all of its responsibilities to a subcommittee consisting of one or more members of the Committee, when appropriate and permitted by applicable legal and regulatory requirements; provided, however, that the Committee shall not delegate its responsibilities for any matters that involve executive compensation or any matters where it has determined such compensation is intended to comply with Section 162(m) of the Code or is intended to be exempt from Section 16(b) under the Exchange Act pursuant to Rule 16b-3, unless the members of such subcommittee qualify as “outside directors” under Section 162(m) and “non-employee directors” under Rule 16b-3. Where so permitted, a subcommittee of the Committee may exercise the powers and authority of the Committee and the Board while acting within the scope of the powers and responsibilities delegated to it.
在履行职责的过程中,委员会有权组织或任命小组委员会,以承担其部分或所有职责.小组委员会由一名或一名以上委员会成员组成,且成员必须合法,并且遵守相关的规章要求.但是,若议题涉及管理层薪资水平时,或者任何需根据Section 162(m) of the Code（这是一个专门的法规,有专门的名称,你应该知道的）决定,以及根据交易法第16b-3条款而不受Section 16(b)制约的事务,执行委员会不应进行委任.除非此小组委员会成员为Section 162(m )所认可的“独立董事”或交易法第16b-3条款所认可的“非雇员董事”.经此任命后,在委员会和董事会规定的权力职责范围内,小组委员会可执行其权力和职权.
The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate. The Committee shall have the authority to retain special legal, accounting or other advisers to advise the Committee, including without limitation the sole authority to retain and terminate any compensation consulting firm used to assist in the evaluation of Director, CEO or senior executive compensation and the sole authority to approve such firm’s fees and other retention terms. The Company shall provide for appropriate funding for such counsel or experts retained by the Committee.
委员会在执行监管职能时,有权对涉及股权的任何事务,或委员会认为有必要监管的任何事务进行调查研究.委员会有权雇用特殊的法律,财务或其他领域的人士进行咨询,并对于用来对董事,CEO或其他高管薪金水平评估的薪金咨询公司具有唯一管辖权,可对其进行雇用或解聘.委员会对于薪金咨询公司和其他咨询事务的费用同样具有唯一管辖权.公司需对委员会聘任的咨询人士或专家提供足够的资金.

Management of the Company is responsible for the day-to-day operation of the Company’s business. As a result, the Company’s officers and employees and other persons who may be engaged by the Committee may have more time, knowledge and detailed information about the Company than do the Committee members. The Committee will review information, opinions, reports or statements presented to the Committee by the Company’s officers or employees or other persons as to matters the Committee members reasonably believe are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. While the Committee has the responsibilities and powers set forth in this Charter, each member of the Committee, in the performance of his or her duties, will be entitled to rely in good faith upon reports presented to the Committee by these experts. Accordingly, the Committee’s role does not provide any special assurances with regard to matters that are outside the Committee’s area of expertise or that are the traditional responsibility of management.
公司管理层应对公司商务的日常运作负责.所以,由委员会任命的公司高级职员、普通职员和其他所有人员应具备比委员会更多的时间,知识和公司详细信息.委员会必须根据或为了公司利益决定上述人员的雇佣与否,并相信其专业或专家能力.委员会应对公司高级职员、普通职员和其他所有人员向委员会提出的信息,意见,报告或声明仔细审阅.除本纲领提出的义务和权力之外,委员会每个成员须对上述专家对委员会提出的报告具备足够的信任.相应的,因上述事务超出委员会的专业领域或被认为是管理层的职责,委员会不承担任何特殊责任.
译者：看来委员会真是不干活啊,呵呵