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They should appoint a lead independent director to balance the power of--or even serve as--the chairman, who these days too often happens to be the CEO. (That should not be allowed.) Finally, directors should be paid primarily with long-term grants of stock, rather than collect a check for showing up occasionally.
CNN: More reform and less hot air
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Risk-taking CEOs are much more likely to be paid with a greater share of their package made up of stock, options and bonuses, and less in the form of salary.
FORBES: Optimists Become CEOs, Study Finds
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He's paid for all his copper and brass up front - only to find that he's left holding a lot more stock than expected.
BBC: Cash flow drying up for Indian small firms