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Compensation Committee Guide - Deloitte

2015 Wachtell, Lipton, Rosen & Katz Compensation Committee Guide Michael J. Segal David E. Karp Jeannemarie O Brien Andrea K. Wahlquist Adam J. Shapiro David E. Kahan About This Compensation Committee Guide This Compensation Committee Guide (this Guide ) provides an overview of the key rules applicable to Compensation committees of listed companies and practices that Compensation committees should consider in the current environment. This Guide outlines a Compensation Committee member s responsibilities, reviews the composition and procedures of the Compensation Committee , and considers important legal standards and regulations that govern Compensation committees and their members.

committee understand what is expected of it, and that it be diligent in en-suring that it appropriately and faithfully fulfills its mandate. A. Responsibilities Imposed by the Securities Markets and Dodd- Frank . 1. New York Stock Exchange Requirements . The NYSE requires that all listed companies subject to its corporate gov-

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