"New and updated information on the laws and regulations affecting executive compensationNow in a thoroughly updated Fourth Edition, The Compensation Committee Handbookprovides a comprehensive review of the complex issues challenging compensation committees that facerevised executive compensation disclosure regulations issued by the SEC, as well as GAAP andIFRS rulings and trends. This new and updated edition addresses a full range of functionalissues facing compensation committees, including organizing, planning, and best practicestips. Looks at the latest regulations impacting executive compensation, including new regulationsissued by the SEC, as well as GAAP and IFRS rulings and trends Covers the selection and training of compensation committee members Explores how to make compensation committees a performance driver for a company Guides documentation requirements and timing issues The Compensation Committee Handbook, Fourth Edition will help all compensationcommittee members and interested professionals succeed in melding highly complex technical informationand concepts with both corporate governance principles and sound business judgment"-- Provided by publisher

Includes bibliographical references and index.

Print version record and CIP data provided by publisher.

The Compensation Committee Handbook; Contents; Foreword; Preface; Acknowledgments; About the Authors; PART One THE MODERN COMPENSATION COMMITTEE; CHAPTER 1 The Compensation Committee; Board Structure: The Focus on Independence; Compensation Committee Composition and Multiple Independence Requirements; NYSE/NASDAQ Independence Tests; Rule 16b-3 Independence Test; IRC Section 162(m) Independence Test; State Law Interested Director Test; Full Disclosure of Pertinent Information; Director Interlocks; Compensation Committee Size; Compensation Committee Charter.

NYSE Compensation Committee RequirementsNASDAQ Compensation Committee Requirements; Role of the Compensation Committee; Role of the Compensation Committee Chair; Duties and Responsibilities of the Compensation Committee; 1. Getting Organized; 2. Getting and Staying Informed; 3. Keeping an Eye on the Big Picture; 4. Returning to Reason; 5. Considering the Shareholders' Perspective; 6. Communicating Effectively; Compensation Benchmarking; The Importance of Compensation Committee Meeting Minutes; Call to Action; CHAPTER 2 Selecting and Training Compensation Committee Members.

The Role of the Nominating CommitteeNomination and Selection of New Compensation Committee Members; Competitors; Consultants; Friends; Retirees; Academics; People Who Hold Other Directorships; Other CEOs, Entrepreneurs, or Business Owners; Time Commitment; Diversity; Attracting Candidates; Conducting the Search; How to Approach Candidates; CEO Involvement in the Selection Process; Making the Final Selection; How to Say No; What if the New Director Does Not Work Out?; Benefits of an Educated Board; Orientation of New Members; Ongoing Training; Outside Experts and Advisors; Law Firm.

Specialized Executive Compensation Consulting FirmHuman Resources/General Compensation and Benefits Firm; Insurance Specialist; Accounting Firm; CHAPTER 3 CEO Succession and Evaluation; The Relationship Between Pay and Succession Planning; The Advantages of Effective Succession Planning; The Succession Planning Process; 1. Strategy; 2. Responsible Committee; 3. Responsible Committee Leader; 4. Source Candidates; 5. Assessment; 6. Decision; Internal/External Candidates; Expect the Unexpected; Summary of CEO Succession Planning Points; CEO Evaluation; Barriers to Effective CEO Evaluation.

CEO Evaluation ProcessConfidentiality Is Paramount; Oral versus Written Process; Responsibility for Process and Evaluation Timetable; Evaluation Criteria; Linking the Evaluation to CEO Incentive Compensation; CHAPTER 4 Director Compensation; Overview; Elements of Director Compensation; Disclosure; Trends in Director Compensation; Simplification of Director Pay; Emergence of the Lead Director; Unique Shift in Committee Roles; Increasing Director Pay after Few Years of Little Growth; Other Major Trends; Conducting a Director Compensation Study; PART Two LEGAL AND REGULATORY FRAMEWORK.

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