Compensation Committee Handbook - Hardcover

Reda, James F.; Reifler, Stewart; Thatcher, Laura G.

Hardcover

ISBN 10: 0471647691 ISBN 13: 9780471647690

Publisher: John Wiley & Sons, 2004

Synopsis

This Second Edition provides a comprehensive review of the issues facing compensation committees and covers functional issues such as organising, planning, and best practice tips. Compliance advice on the implications of Sarbanes–Oxley and other regulations is addressed along with new requirements on disclosures of financial transactions involving management and principal stockholders.

About this title

About the Author

JAMES F. REDA is President of James F. Reda and Associates. His areas of specialization are board of directors issues, corporate governance, senior executive employment arrangements, change–in–control metrics, business combinations, and long–term incentive arrangements for both public and private companies.

STEWART REIFLER is a shareholder at Vedder, Price, Kaufman & Kammholz, P.C., and heads the firm s executive compensation practice in New York City. He negotiates and structures executive and director compensation arrangements for both companies and executives.

LAURA G. THATCHER is a partner with Alston & Bird LLP in Atlanta, Georgia and heads its executive compensation practice. With a background in securities and business law, she developed executive compensation as a separate specialty area of the firm s tax practice in 1995 and now works exclusively in that area. Her practice includes working with public and private companies on the design and implementation of compensation programs, executive employment severance arrangements, change–in–control analysis, securities compliance, insider trading, public disclosure, and corporate governance issues.

From the Back Cover

Comprehensive guidance on executive compensation strategies and practices

This Second Edition offers a single–source guidebook to the latest key executive compensation strategies and practices. This new and updated edition of the Compensation Committee Handbook addresses a full range of functional issues facing compensation committees, including organizing, planning, and best practices tips.

Complete with compliance advice on the implications of Sarbanes–Oxley and other regulations, this authoritative guide provides compensation committee members, board directors, CEOs, CFOs, HR executives, and auditors with reliable information on:

• New requirements on disclosures of financial transactions involving management and principal stockholders
• The roles and responsibilities of the compensation committee
• Developing compensation committees to act as a performance driver for a company
• And much more!

From the Inside Flap

The Compensation Committee Handbook, Second Edition is an indispensable resource to all compensation committee members navigating through the corporate governance world following Enron, WorldCom, and Sarbanes–Oxley. It is a practical, how–to reference providing in–depth review and analysis of timely and relevant issues facing compensation committees at both public and privately held companies, including:

• New securities laws and regulations impacting director independence, committee processes, and disclosure
• New accounting rules and tax laws necessitating a redesign of executive compensation programs
• New insights into director compensation and protections against liability
• New perspectives on the traditional duties required of corporate directors, as viewed through recent shareholder litigation in the Delaware courts

This Second Edition also covers in detail such topics as who should be on the compensation committee, how compensation committees should function, guidelines for responsible performance, and some of the "tools" that compensation committees must use in order to fully and properly perform their jobs.

Specific chapters are devoted to:

• CEO evaluations
• Short–term and long–term incentive compensation plans
• Equity–based compensation
• Employment, severance, and change–in–control arrangements
• Pension–benefit, welfare–benefit, and perquisite programs

All the essential information regarding finance, compensation, legal issues, and the recruitment and training of directors is succinctly and conveniently brought together in this single, easy–to–use volume.

The coauthors of this new edition are nationally recognized experts in the world of executive compensation and corporate governance. Written in a straightforward, practical manner, this updated handbook provides focused guidance to compensation committee members and their advisors on how to maximize the committee’s potential, whether at a large public company or a small private company. The Compensation Committee Handbook, Second Edition will help all compensation committee members, as well as CEOs, COOs, CFOs, human resource officers, general counsel, and corporate secretaries succeed in melding highly complex technical information and concepts with both corporate governance principles and sound business judgment.

Edition details

• Publisher: John Wiley & Sons
• Publication date: 2004
• Language: English
• ISBN 10: 0471647691
• ISBN 13: 9780471647690
• Binding: Hardcover
• Edition number: 2
• Number of pages: 480