Transcription of Compensation Committee Guide - Deloitte
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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. This Guide also recommends specific practices to promote Compensation Committee effectiveness in designing appropriate Compensation programs that advance corporate goals.
in its governance practices. When taken too far, an overly broad commit-tee charter can be counterproductive. For example, if a charter eplicitly x requires review or other action and the compensation committee has not taken that action, the failure may be considered evidence of lack of due care.
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