Foley’s latest National Directors Institute Web Conference Series, Moving Your Business Forward: Are You Taking the Right Steps?, explores how boards of directors and executives can adapt their corporate governance and business strategies to make the most of changing market conditions.
During this session on December 16, 2009, we focused on Compensation Committee Issues. The heightened focus by investors and media on executive compensation in recent years has resulted in a spotlight on the practices, policies and composition of compensation committees. This year, in particular, compensation committees are under pressure to respond to or anticipate an array of legislative and regulatory reforms and newly minted “best practices.” Even as they confront these changes, compensation committees also must grapple with the difficulties posed by profoundly challenging economic conditions. In this NDI Web conference, the panelists focused on recommendations for compensation committees as they respond to this environment and address specific issues, including, among others, the following:
Risk assessment of compensation, in the context of the SEC’s new rules and more broadly
Compensation consultant independence
“Say-on-pay”
Shareholder proposals relating to executive compensation
The effects on compensation of the stock market decline and partial rebound
Other legislative and regulatory reforms affecting compensation practices
Specific practices such as “hold ‘til” or “hold through” retirement policies and internal pay equity, tally-sheet and wealth accumulation analyses
This session was moderated by Foley Partner Jay O. Rothman, and included panelists: Michael Kesner, Principal, Human Capital, Deloitte Consulting LLP and Mathew Gorringe, Partner, Eversheds LLP.
