f8k120408ex10ii_chinavalves.htm


     

     

    
      Exhibit 10.2

      


      CHINA
VALVES TECHNOLOGY, INC.

      COMPENSATION
COMMITTEE CHARTER

      


      The
Purpose of the Compensation Committee

      The
purpose of the Compensation Committee of China Valves Technology, Inc. (the
“Company”) is to discharge the responsibilities of the Company’s Board of
Directors relating to compensation of the Company’s executives, to produce an
annual report on executive compensation for inclusion in the Company’s proxy
statement, and to oversee and advise the Board of Directors of the Company on
the adoption of policies that govern the Company’s compensation programs,
including stock and benefit plans.

       

      Membership
and Structure

      The
membership of the Compensation Committee consists of at least three directors,
all of whom shall (a) meet the independence requirements established by the
Board of Directors of the Company and applicable laws, regulations and listing
requirements of The NASDAQ Stock Market, Inc., (b) be a “non-employee director”
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, and
(c) be an “outside director” within the meaning of Section 162(m) of the
Internal Revenue Code.  The Board of Directors of the Company appoints
the members of the Compensation Committee and the chairperson of the
Compensation Committee.  The Board of Directors of the Company may
remove any member from the Compensation Committee at any time with or without
cause.

       

      Operations

      The
Compensation Committee meets at least twice a year.  Additional
meetings may occur as the Compensation Committee or its chairperson deems
advisable.  The Compensation Committee will cause adequate minutes of
all its proceedings to be kept, and will report on its actions and activities at
the next quarterly meeting of the Board of Directors of the
Company.  Compensation Committee members will be furnished with copies
of the minutes of each meeting and any action taken by unanimous
consent.  The Compensation Committee is governed by the same rules
regarding meetings (including meetings by conference telephone or similar
communications equipment), action without meetings, notice, waiver of notice,
and quorum and voting requirements as are applicable to the Board of Directors
of the Company.  The Compensation Committee is authorized to adopt its
own rules of procedure not inconsistent with (a) any provision of this Charter,
(b) any provision of the Bylaws of the Company, or (c) the laws of the state of
Nevada.

       

      Authority

      The
Compensation Committee will have the resources and authority necessary to
discharge its duties and responsibilities.  The Compensation Committee
has sole authority to retain and terminate outside counsel, compensation
consultants retained to assist the Compensation Committee in determining the
compensation of the Chief Executive Officer or senior executive officers, or
other experts or consultants, as it deems appropriate, including sole authority
to approve the firms’ fees and other retention terms.  Any
communications between the Compensation Committee and legal counsel in the
course of obtaining legal advice will be considered privileged communications of
the Company and the Compensation Committee will take all necessary steps to
preserve the privileged nature of those communications.

       

      The
Compensation Committee may form and delegate authority to subcommittees and may
delegate authority to one or more designated members of the Compensation
Committee.

       

       

      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

       

       

      Responsibilities

      Subject
to the provisions of the Company’s Corporate Governance Guidelines, the
principal responsibilities and functions of the Compensation Committee are as
follows:

       

      1.           Review
the competitiveness of the Company’s executive compensation programs to ensure
(a) the attraction and retention of corporate officers, (b) the motivation of
corporate officers to achieve the Company’s business objectives, and (c) the
alignment of the interests of key leadership with the long-term interests of the
Company’s stockholders.

       

      2.           Review
trends in management compensation, oversee the development of new compensation
plans, and, when necessary, approve the revision of existing plans.

       

      3.           Review
and approve the compensation structure for corporate officers at the level of
corporate vice president and above.

       

      4.           Oversee
an evaluation of the performance of the Company’s executive officers and approve
the annual compensation, including salary, bonus, incentive and equity
compensation, for the executive officers.

       

      5.           Review
and approve Chairman and CEO goals and objectives, evaluate Chairman and CEO
performance in light of these corporate objectives, and set Chairman and CEO
compensation consistent with Company philosophy.  The CEO may not be
present during deliberations or voting concerning the CEO’s
compensation.  The CEO will be reviewed by the Chairman of the
Nominating Committee acting as the Lead Independent Director.  The
results of the annual CEO evaluation will be considered in setting CEO salary
and other compensation.

       

      6.           Review
and approve compensation packages for new corporate officers and termination
packages for corporate officers as requested by management.

       

      7.           Review
and discuss with the Board and senior officers plans for officer development and
corporate succession plans for the CEO and other senior officers.

       

      8.           Review
and make recommendations concerning long-term incentive compensation plans,
including the use of equity-based plans.  Except as otherwise
delegated by the Board of Directors of the Company, the compensation committee
will act on behalf of the Board of Directors as the “Committee” established to
administer equity-based and employee benefit plans, and as such will discharge
any responsibilities imposed on the Compensation Committee under those plans,
including making and authorizing grants, in accordance with the terms of those
plans.

       

      9.           Review
periodic reports from management on matters relating to the Company’s personnel
appointments and practices.

       

      10.         Produce
an annual report of the Compensation Committee on executive compensation for the
Company’s annual proxy statement in compliance with applicable Securities and
Exchange Commission rules and regulations and relevant listing
authority.

       

      11.           Regularly
review and make recommendations about changes to the charter of the
Committee.

       

      12.           Obtain
or perform an annual evaluation of the Compensation Committee’s performance and
make applicable recommendations.

      


      Adopted
by the Board of Directors on December 4, 2008

      
-2-