The compensation committee handbook / James F. Reda, Stewart Reifler, Michael L. Stevens.

Format:

Book

Author/Creator:

Reda, James F., author.

Reifler, Stewart, author.

Stevens, Michael L., author.

Series:

Wiley corporate F & A series.

Wiley Corporate F&A

Language:

English

Subjects (All):

Compensation management--United States--Handbooks, manuals, etc.

Compensation management.

Wages--Law and legislation--United States--Handbooks, manuals, etc.

Wages.

Physical Description:

1 online resource.

Edition:

Fourth edition.

Place of Publication:

Hoboken, New Jersey : John Wiley & Sons, 2014.

System Details:

text file

Summary:

"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.

Contents:

Intro

Titlepage

Copyright

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

Compensation Committee Size

Compensation Committee Charter

Role of the Compensation Committee

Role of the Compensation Committee Chair

Duties and Responsibilities of the Compensation Committee

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 Committee

Nomination and Selection of New Compensation Committee Members

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

CHAPTER 3 CEO Succession and Evaluation

The Relationship Between Pay and Succession Planning

The Advantages of Effective Succession Planning

The Succession Planning Process

CEO Evaluation

Notes

CHAPTER 4 Director Compensation

Overview

Elements of Director Compensation

Disclosure

Trends in Director Compensation

Conducting a Director Compensation Study

PART Two Legal and Regulatory Framework

CHAPTER 5 Corporate Governance

Fiduciary Duties of Directors

Practical Applications of Fiduciary Duty Rules

Stock Exchange Corporate Governance Rules

External Compensation Policies and Guidelines

CHAPTER 6 Disclosure of Executive and Director Compensation

Background.

Compensation Discussion and Analysis

The Tabular Disclosures

Option Grant Practices

Director Compensation

Disclosure of Material Compensation Risk

Compensation Disclosure Requirements for Smaller Reporting Companies

Golden Parachute Compensation

Pending Dodd-Frank Disclosure Requirements

Beneficial Ownership Reporting

Disclosure of Related Person Transactions

Director Independence and Governance Disclosure

Disclosure of Equity Compensation Plans

Plan Filing Requirements

Form 8-K

Selected Provisions of Regulation S-K

CHAPTER 7 Other Securities Issues

Selected Dodd-Frank Provisions Relating to Executive Compensation

Special Rules Regarding Stock Transactions

NYSE/NASDAQ Rules: Approval of Equity Compensation Plans

Selected Sarbanes-Oxley Provisions Relating to Executive Compensation

CHAPTER 8 Tax Rules and Issues

Organizations Responsible for Federal Tax

Major U.S. Tax Law and Issues

CHAPTER 9 Accounting Rules and Issues

Organizations Responsible for Accounting Standards (Past and Present)

New Equity-Based Compensation Accounting Rules

Previous Equity-Based Compensation Accounting Rules Under U.S. GAAP

Other Current and Past Accounting Standards

CHAPTER 10 ERISA and Labor Law, Rules, and Issues

ERISA Law and Regulations

Labor Laws and Regulations

ADEA Law

PART Three Practical Applications

CHAPTER 11 Executive Employment, Severance, and Change-in-Control Arrangements

Background

At-Will Employment Arrangements

Contractual Employment Arrangements

Fundamental Elements of a Written Employment Arrangement

Process

Types of Employment Arrangements

Terms and Conditions Contained in Employment Arrangements

CHAPTER 12 Incentive Compensation

Useful Definitions and Abbreviations

Cash versus Equity.

Typical Plan Features and Designs

Shareholder Approval Requirements

Retention-Only Plans

CHAPTER 13 Equity-Based Compensation

Equity-Based Incentive Awards

Stock Ownership and Retention Guidelines

CHAPTER 14 Executive Pension-Benefit, Welfare-Benefit, and Perquisite Programs

List of Programs

Pension-Benefit Arrangements

Welfare-Benefit Arrangements

Perquisites

APPENDIX A Selected SEC Rules, Regulations, Schedules, and Forms

Securities Act of 1933, as Amended

Securities Exchange Act of 1934, as Amended

Forms

Sarbanes-Oxley Act of 2002

Dodd-Frank Wall Street Reform and Consumer Protection Act

Other

APPENDIX B List of Organizations and Periodicals

APPENDIX C List of Director's Colleges and Other Training Opportunities

APPENDIX D Sample Compensation Committee Charters

Human Resources Committee of the Board of Directors of AT&amp

T Inc.

Citigroup Inc.

The Coca-Cola Company

Intel Corporation

The Home Depot Inc.

Appendix E Sample Compensation Discussion and Analysis (CD&amp

A)

Google

Prudential Financial

3M

Berkshire CD&amp

A 2013

Glossary

Bibliography

Index

End User License Agreement.

Notes:

Includes bibliographical references and index.

Description based on print version record.

ISBN:

9781118881255

1118881257

9781306571807

1306571804

9781118420836

1118420837

OCLC:

863695711