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New and updated information on the laws and regulations affecting executive compensation
Now in a thoroughly updated Fourth Edition, The Compensation Committee Handbook provides a comprehensive review of the complex issues challenging compensation committees that face revised executive compensation disclosure regulations issued by the SEC, as well as GAAP and IFRS rulings and trends. This new and updated edition addresses a full range of functional issues facing compensation committees, including organizing, planning, and best practices tips. Looks at the latest regulations impacting…mehr
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New and updated information on the laws and regulations affecting executive compensation
Now in a thoroughly updated Fourth Edition, The Compensation Committee Handbook provides a comprehensive review of the complex issues challenging compensation committees that face revised executive compensation disclosure regulations issued by the SEC, as well as GAAP and IFRS rulings and trends. This new and updated edition addresses a full range of functional issues facing compensation committees, including organizing, planning, and best practices tips.
Looks at the latest regulations impacting executive compensation, including new regulations issued 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 compensation committee members and interested professionals succeed in melding highly complex technical information and concepts with both corporate governance principles and sound business judgment.
Now in a thoroughly updated Fourth Edition, The Compensation Committee Handbook provides a comprehensive review of the complex issues challenging compensation committees that face revised executive compensation disclosure regulations issued by the SEC, as well as GAAP and IFRS rulings and trends. This new and updated edition addresses a full range of functional issues facing compensation committees, including organizing, planning, and best practices tips.
Looks at the latest regulations impacting executive compensation, including new regulations issued 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 compensation committee members and interested professionals succeed in melding highly complex technical information and concepts with both corporate governance principles and sound business judgment.
Produktdetails
- Produktdetails
- Verlag: Wiley & Sons
- 4. Aufl.
- Seitenzahl: 752
- Erscheinungstermin: 21. April 2014
- Englisch
- Abmessung: 235mm x 157mm x 44mm
- Gewicht: 1214g
- ISBN-13: 9781118370612
- ISBN-10: 1118370619
- Artikelnr.: 40054452
- Verlag: Wiley & Sons
- 4. Aufl.
- Seitenzahl: 752
- Erscheinungstermin: 21. April 2014
- Englisch
- Abmessung: 235mm x 157mm x 44mm
- Gewicht: 1214g
- ISBN-13: 9781118370612
- ISBN-10: 1118370619
- Artikelnr.: 40054452
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.
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 and
Present) 256 New Equity-Based Compensation Accounting Rules 261 Previous
Equity-Based Compensation Accounting Rules Under U.S. GAAP 280 Other
Current and Past Accounting Standards 283 CHAPTER 10 ERISA and Labor Law,
Rules, and Issues 305 ERISA Law and Regulations 305 Labor Laws and
Regulations 309 ADEA Law 310 PART Three PRACTICAL APPLICATIONS 315 CHAPTER
11 Executive Employment, Severance, and Change-in-Control Arrangements 317
Background 317 At-Will Employment Arrangements 318 Contractual Employment
Arrangements 319 Fundamental Elements of a Written Employment Arrangement
320 Process 322 Types of Employment Arrangements 323 Terms and Conditions
Contained in Employment Arrangements 325 CHAPTER 12 Incentive Compensation
349 Useful Definitions and Abbreviations 349 Cash versus Equity 352 Typical
Plan Features and Designs 353 Shareholder Approval Requirements 364
Retention-Only Plans 364 CHAPTER 13 Equity-Based Compensation 367
Equity-Based Incentive Awards 367 Stock Ownership and Retention Guidelines
384 CHAPTER 14 Executive Pension-Benefit, Welfare-Benefit, and Perquisite
Programs 387 List of Programs 388 Pension-Benefit Arrangements 388
Welfare-Benefit Arrangements 397 Perquisites 400 APPENDIX A Selected SEC
Rules, Regulations, Schedules, and Forms 405 APPENDIX B List of
Organizations and Periodicals 511 APPENDIX C List of Director's Colleges
and Other Training Opportunities 519 APPENDIX D Sample Compensation
Committee Charters 527 APPENDIX E Sample Compensation Discussion and
Analysis (CD&A) 547 Glossary 633 Bibliography 685 Index 699
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 and
Present) 256 New Equity-Based Compensation Accounting Rules 261 Previous
Equity-Based Compensation Accounting Rules Under U.S. GAAP 280 Other
Current and Past Accounting Standards 283 CHAPTER 10 ERISA and Labor Law,
Rules, and Issues 305 ERISA Law and Regulations 305 Labor Laws and
Regulations 309 ADEA Law 310 PART Three PRACTICAL APPLICATIONS 315 CHAPTER
11 Executive Employment, Severance, and Change-in-Control Arrangements 317
Background 317 At-Will Employment Arrangements 318 Contractual Employment
Arrangements 319 Fundamental Elements of a Written Employment Arrangement
320 Process 322 Types of Employment Arrangements 323 Terms and Conditions
Contained in Employment Arrangements 325 CHAPTER 12 Incentive Compensation
349 Useful Definitions and Abbreviations 349 Cash versus Equity 352 Typical
Plan Features and Designs 353 Shareholder Approval Requirements 364
Retention-Only Plans 364 CHAPTER 13 Equity-Based Compensation 367
Equity-Based Incentive Awards 367 Stock Ownership and Retention Guidelines
384 CHAPTER 14 Executive Pension-Benefit, Welfare-Benefit, and Perquisite
Programs 387 List of Programs 388 Pension-Benefit Arrangements 388
Welfare-Benefit Arrangements 397 Perquisites 400 APPENDIX A Selected SEC
Rules, Regulations, Schedules, and Forms 405 APPENDIX B List of
Organizations and Periodicals 511 APPENDIX C List of Director's Colleges
and Other Training Opportunities 519 APPENDIX D Sample Compensation
Committee Charters 527 APPENDIX E Sample Compensation Discussion and
Analysis (CD&A) 547 Glossary 633 Bibliography 685 Index 699
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 and
Present) 256 New Equity-Based Compensation Accounting Rules 261 Previous
Equity-Based Compensation Accounting Rules Under U.S. GAAP 280 Other
Current and Past Accounting Standards 283 CHAPTER 10 ERISA and Labor Law,
Rules, and Issues 305 ERISA Law and Regulations 305 Labor Laws and
Regulations 309 ADEA Law 310 PART Three PRACTICAL APPLICATIONS 315 CHAPTER
11 Executive Employment, Severance, and Change-in-Control Arrangements 317
Background 317 At-Will Employment Arrangements 318 Contractual Employment
Arrangements 319 Fundamental Elements of a Written Employment Arrangement
320 Process 322 Types of Employment Arrangements 323 Terms and Conditions
Contained in Employment Arrangements 325 CHAPTER 12 Incentive Compensation
349 Useful Definitions and Abbreviations 349 Cash versus Equity 352 Typical
Plan Features and Designs 353 Shareholder Approval Requirements 364
Retention-Only Plans 364 CHAPTER 13 Equity-Based Compensation 367
Equity-Based Incentive Awards 367 Stock Ownership and Retention Guidelines
384 CHAPTER 14 Executive Pension-Benefit, Welfare-Benefit, and Perquisite
Programs 387 List of Programs 388 Pension-Benefit Arrangements 388
Welfare-Benefit Arrangements 397 Perquisites 400 APPENDIX A Selected SEC
Rules, Regulations, Schedules, and Forms 405 APPENDIX B List of
Organizations and Periodicals 511 APPENDIX C List of Director's Colleges
and Other Training Opportunities 519 APPENDIX D Sample Compensation
Committee Charters 527 APPENDIX E Sample Compensation Discussion and
Analysis (CD&A) 547 Glossary 633 Bibliography 685 Index 699
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 and
Present) 256 New Equity-Based Compensation Accounting Rules 261 Previous
Equity-Based Compensation Accounting Rules Under U.S. GAAP 280 Other
Current and Past Accounting Standards 283 CHAPTER 10 ERISA and Labor Law,
Rules, and Issues 305 ERISA Law and Regulations 305 Labor Laws and
Regulations 309 ADEA Law 310 PART Three PRACTICAL APPLICATIONS 315 CHAPTER
11 Executive Employment, Severance, and Change-in-Control Arrangements 317
Background 317 At-Will Employment Arrangements 318 Contractual Employment
Arrangements 319 Fundamental Elements of a Written Employment Arrangement
320 Process 322 Types of Employment Arrangements 323 Terms and Conditions
Contained in Employment Arrangements 325 CHAPTER 12 Incentive Compensation
349 Useful Definitions and Abbreviations 349 Cash versus Equity 352 Typical
Plan Features and Designs 353 Shareholder Approval Requirements 364
Retention-Only Plans 364 CHAPTER 13 Equity-Based Compensation 367
Equity-Based Incentive Awards 367 Stock Ownership and Retention Guidelines
384 CHAPTER 14 Executive Pension-Benefit, Welfare-Benefit, and Perquisite
Programs 387 List of Programs 388 Pension-Benefit Arrangements 388
Welfare-Benefit Arrangements 397 Perquisites 400 APPENDIX A Selected SEC
Rules, Regulations, Schedules, and Forms 405 APPENDIX B List of
Organizations and Periodicals 511 APPENDIX C List of Director's Colleges
and Other Training Opportunities 519 APPENDIX D Sample Compensation
Committee Charters 527 APPENDIX E Sample Compensation Discussion and
Analysis (CD&A) 547 Glossary 633 Bibliography 685 Index 699