"It's distasteful to pay out very high reward levels when your shareholders are losing money, " explains Laurie Siegel, who spearheaded such limits as head of the board compensation committee at CenturyLink Inc.
He is chairman of the board's management development and compensation committee and also sits on the board's corporate governance committee and its finance committee, which oversees policies for managing credit and risk exposure at the firm.
Then, when the boss eventually goes, the board's compensation committee should grit its teeth and stand firm.
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The board's compensation committee will take up oversight of management development and succession and starting in June, there will be rotating board members.
Apple also was involved in a stock option back-dating scandal a few years ago, which was certainly a black eye for the entire board, but especially the compensation committee.
Langone, who had been on the board's compensation committee and is a close friend of Grasso, has been accused of hiding information about Grasso's pay from the rest of the board.
Langone, who had been on the board's compensation committee and is a close friend of Grasso, has been accused of hiding information about Grasso's pay package from the rest of the board.
The NYSE also said board members from securities industry firms are prohibited from serving on the compensation committee, bowing to the opinion that the influence of high-paid financial executives may have contributed to the as-of-yet unrevealed lofty pay of NYSE executives.
Moreover, executives from Wall Street firms will no longer be allowed to sit on the NYSE board's six-member compensation committee.
Yet Spitzer, leading the case against Grasso, Kenneth Langone --the former head of the NYSE's compensation committee--and the exchange itself, has put on blinders to the rest of a compensation committee and board that afforded Grasso such an outsized paycheck.
But the lawsuit names just one board member, Grasso buddy Kenneth Langone , a former chairman of the NYSE compensation committee.
"They were a public company until the first of the year, they had a separate board, separate compensation committee and we had no authority to tell them what to do, just urged them what to do, " Lewis said.
Even fewer women chair the board or audit committee, serve as financial experts, and only 12% of compensation committees have a female chair.
Retainers were calculated by assuming that these individuals attended all board and committee meetings, and we did not include compensation paid in stock or the value of any stock options granted.
The committee's charter says its responsibility include making recommendations to the full board regarding AIG's compensation programs and reviewing and approving any hiring, severance or termination payments.
This is a serious task for board compensation committees, which, like their audit committee counterparts, will need to ensure their members have the skills to evaluate alternatives to traditional options and the independence to act on behalf of shareholders, not like rubber stamps for executives.
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