Fr. 211.20

Compensation Committee Handbook

English · Hardback

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"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"--

List of contents

Foreword ix
 
Preface xiii
 
Acknowledgments xvii
 
About the Authors xix
 
PART One THE MODERN COMPENSATION COMMITTEE 1
 
CHAPTER 1 The Compensation Committee 3
 
Board Structure: The Focus on Independence 4
 
Compensation Committee Composition and
 
Multiple Independence Requirements 5
 
Compensation Committee Size 10
 
Compensation Committee Charter 11
 
Role of the Compensation Committee 13
 
Role of the Compensation Committee Chair 14
 
Duties and Responsibilities of the Compensation Committee 14
 
Compensation Benchmarking 26
 
The Importance of Compensation Committee Meeting Minutes 29
 
Call to Action 31
 
CHAPTER 2 Selecting and Training Compensation Committee Members 33
 
The Role of the Nominating Committee 33
 
Nomination and Selection of New Compensation Committee Members 34
 
Time Commitment 39
 
Diversity 40
 
Attracting Candidates 41
 
Conducting the Search 41
 
How to Approach Candidates 43
 
CEO Involvement in the Selection Process 43
 
Making the Final Selection 44
 
How to Say No 47
 
What if the New Director Does Not Work Out? 47
 
Benefits of an Educated Board 48
 
Orientation of New Members 49
 
Ongoing Training 51
 
Outside Experts and Advisors 53
 
CHAPTER 3 CEO Succession and Evaluation 59
 
The Relationship Between Pay and Succession Planning 61
 
The Advantages of Effective Succession Planning 65
 
The Succession Planning Process 67
 
CEO Evaluation 73
 
CHAPTER 4 Director Compensation 97
 
Overview 97
 
Elements of Director Compensation 99
 
Disclosure 103
 
Trends in Director Compensation 106
 
Conducting a Director Compensation Study 109
 
PART Two LEGAL AND REGULATORY FRAMEWORK 115
 
CHAPTER 5 Corporate Governance 117
 
Fiduciary Duties of Directors 117
 
Practical Applications of Fiduciary Duty Rules 126
 
Stock Exchange Corporate Governance Rules 131
 
External Compensation Policies and Guidelines 131
 
CHAPTER 6 Disclosure of Executive and Director Compensation 143
 
Background 143
 
Compensation Discussion and Analysis 144
 
The Tabular Disclosures 146
 
Option Grant Practices 154
 
Director Compensation 155
 
Disclosure of Material Compensation Risk 155
 
Compensation Disclosure Requirements for Smaller Reporting Companies 157
 
Golden Parachute Compensation 158
 
Pending Dodd-Frank Disclosure Requirements 160
 
Beneficial Ownership Reporting 162
 
Disclosure of Related Person Transactions 162
 
Director Independence and Governance Disclosure 163
 
Disclosure of Equity Compensation Plans 165
 
Plan Filing Requirements 167
 
Form 8-K 168
 
Selected Provisions of Regulation S-K 168
 
CHAPTER 7 Other Securities Issues 171
 
Selected Dodd-Frank Provisions Relating to
 
Executive Compensation 171
 
Special Rules Regarding Stock Transactions 175
 
NYSE/NASDAQ Rules: Approval of Equity
 
Compensation Plans 189
 
Selected Sarbanes-Oxley Provisions Relating to Executive Compensation 193
 
CHAPTER 8 Tax Rules and Issues 199
 
Overview 199
 
Organizations Responsible for Federal Tax 200
 
Major U.S. Tax Law and Issues 201
 
CHAPTER 9 Accounting Rules and Issues 255
 
Overview 255
 
Organizations Responsible for Accounting Standards (Past

About the author










JAMES F. REDA is Managing Director, Executive Compensation Consulting, Arthur J. Gallagher & Co., Human Resources Consulting Practice. Mr. Reda has served for more than 27 years as advisor to the top management and boards of major corporations in the United States and abroad in matters of executive compensation, performance, organization, and corporate governance. STEWART REIFLER is the head of the executive compensation practice at the New York office of Vedder Price, P.C. Mr. Reifler has over 25 years of experience negotiating and structuring executive compensation arrangements on behalf of executives, board compensation committees, and companies. MICHAEL L. STEVENS is a partner in the executive compensation practice at Alston & Bird, LLP. Mr. Stevens has over 20 years of experience advising clients with respect to securities, corporate governance, and tax issues relating to stock plans, incentive compensation arrangements, executive employment agreements, and deferred compensation.

Summary

Presents information on the laws and regulations affecting executive compensation. This book provides 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.

Product details

Authors Reda, James Reda, James F Reda, James F. Reda, James F. Reifler Reda, Jf Reda, Reifler, Stewar Reifler, Stewart Reifler, Stevens, Michael L Stevens, Michael L. Stevens
Publisher Wiley, John and Sons Ltd
 
Languages English
Product format Hardback
Released 30.05.2014
 
EAN 9781118370612
ISBN 978-1-118-37061-2
No. of pages 752
Series Wiley Corporate F&A (Unnumbere
Wiley Corporate F&A (Unnumbere
Subject Social sciences, law, business > Business > Management

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