Purpose

The purpose of the Human Resources Committee (the “Committee”) is to assist the Board of the Directors (the “Board”) of IMS Health Incorporated (the “Company”) in its responsibility relating to executive compensation and benefits and in establishing compensation policies and programs to attract, retain, and motivate the key executives necessary for the Company’s current and long-term success. The Committee shall also assist the Board in management development and succession planning, and assess the adequacy of the Company’s human resources principles and philosophy. The Committee reports to the Board.

Authorization

By this Charter, the Board authorizes the Committee, to the fullest extent permitted under the Delaware General Corporation Law and the Company's Certificate of Incorporation and By-Laws, to exercise the powers of the Board in matters relating to compensation or otherwise within the scope of this Charter.  The Committee shall have such extended authority with respect to the business and affairs of the Company as may be conferred by any other resolution, plan or other arrangement adopted or approved by the Board.  The Committee has the authority to conduct investigations within the scope of its authority, and has direct access to any employee or agent of the Company.

Composition & Organization

The Committee shall consist of at least three directors appointed to the Committee by the Board at the recommendation of the Nominating and Governance Committee, one of whom shall be appointed as Chair of the Committee.  All members of the Committee shall meet the independence requirements of  The New York Stock Exchange, the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code, and the requirements of a “non-employee director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934.  (The “1934 Act”) the Board may at any time and in its discretion remove any member of the Committee and may fill any vacancy on the Committee.

The Committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of the Committee.

This Committee shall schedule at least four regular meetings per year, at which a Secretary, designated by the Committee members, shall keep minutes.  The Committee shall meet in executive session at least on an annual basis.  The Chairman of the Committee shall report on the Committee’s activities and actions to the Board at each Board meeting immediately following each Committee meeting.

Any two Committee members shall constitute a quorum.  The Board may designate one or more directors as alternate members of the Committee, who may replace any absent or disqualified member at any meeting of the Committee.  In the absence or disqualification of a member of the Committee, and in the absence of a designation by the Board of an alternate member to replace the absent or disqualified member, the member or members present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any absent or disqualified member, provided that such other member satisfies all applicable criteria for membership on the Committee. 

No action of the Committee shall be void or deemed to be without authority solely because of a failure of any member to meet the qualification requirements set forth in this Charter.

Responsibilities and Duties

Executive Compensation. With respect to matters of compensation of the Company’s chief executive officer (“CEO”), all executives reporting directly to the CEO and all officers who are “insiders” subject to Section 16 of the 1934 Act (collectively, the “Board Review Group,”) and  other executives and key employees of the Company determined by the Committee to be subject to its oversight (the Board Review Group and such other executives and key employees being the "Executives"), the Committee shall:
1- establish corporate annual and long term performance criteria goals and objectives for executives at the beginning of each performance period pursuant to any Company incentive plans and certify results achieved at the end of each performance period, for Executives.

2- review and approve on an annual basis the corporate goals and objectives with respect to compensation for the CEO.  The Committee shall evaluate at least once a year the CEO’s performance in light of these established goals and objectives and based upon these evaluations the Committee shall set the CEO’s annual compensation and present such compensation to the Board for approval.
3- review and approve on an annual basis the evaluation process and compensation structure for other Executives.  The Committee shall evaluate the performance of Executives  and shall approve the annual compensation for such persons, after consultation with the CEO.

4- review and approve all executive employment contracts and other compensatory, severance and change-in-control arrangements for current and former Executives.

5- review the Company’s equity incentive compensation and other stock-based plans and recommend changes in such plans to the Board as needed, and exercise oversight with respect to such plans.

6- review, assess and approve the benefits program for Executives.

7- establish and review periodically policies with respect to perquisites.

Director Compensation. In addition, the Committee shall review and recommend to the Board compensation arrangements for non-employee members of the Board and assist the Board, in coordination with the Nominating and Governance Committee, in developing corporate governance guidelines relating to director compensation.

Executive Resource Planning. With respect to other matters involving Executives, the Committee shall review the processes for managing executive succession, diversity and development, and the results of those processes, including:

1- selecting the members of the Board Review Group.  “Executive Officers” and “Section 16 Officers,” as defined under Securities and Exchange Commission (SEC) rules, are elected by the Board.

2- reporting and making recommendations to the Board regarding adequacy of executive resource development.

3- recommending to the Board successors to the CEO and other Executives and overseeing the development of executive succession plans.

4- monitoring the recruitment, development, promotion and assessment of candidates expected by the CEO to assume key executive positions, including the CEO role, within the next five years as well as other high potential candidates, with an emphasis on candidates from diverse backgrounds.

Human Resource Principles and Philosophy. The Committee shall assess the adequacy of the Company’s human resource principles and philosophy, and shall serve as a resource to the CEO and Senior Vice President, Human Resources of the Company for advice and counsel, as requested, on issues of human resource policy and strategy.

Other Committee Responsibilities. The Committee shall:

1- maintain minutes of meetings and periodically report to the Board regarding the status and disposition of the above matters.
2- review and discuss with management the Compensation Discussion and Analysis. Recommend to the Board the inclusion of the Compensation Discussion and Analysis in the Company’s annual proxy statement and annual report on Form 10-K and produce an annual compensation committee report pertaining to such recommendation for inclusion in the Company’s annual proxy statement and annual report on Form 10-K as required by the SEC, all in accordance with applicable rules and regulations.

3- recommend to the Board the ownership guidelines for the Board Review Group, other Executives and non-employee members of the Board, and periodically assess these guidelines and recommend revisions as appropriate.

4- establish terms of compensatory arrangements and policies to protect the Company's business, including restrictions that apply to current and former Executives.

5- evaluate the Committee’s performance on an annual basis.  The performance evaluation by the Committee shall be conducted in the manner directed by the Nominating and Governance Committee.  The report to the Board may take the form of an oral report by the Committee Chair or any other member designated by the Committee to make this report.  This evaluation shall compare the performance of the Committee with the requirements of this Charter.
6- have the sole authority and responsibility to engage, retain and terminate any outside consultant to assist in determining appropriate compensation levels for the CEO or other Executives and non-employee members of the Board and to approve the terms of any such engagement and the fees of any such consultant.
7- annually review and reassess the adequacy of this Charter and recommend any proposed changes to the  Board for approval.
8- carry out such other duties as the Board may direct from time-to-time.