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Unformatted text preview: ng committee should solicit suggestions from large shareholders and consider suggestions from all shareholders Copyright 2013
Copyright 2013 Reform Proposals: Management Compensation Systems Accounting and compensation systems based on creating shareholder value
Tie pay to marginal changes in performance and long term objectives (i.e. base 25%, expected bonus 25%, long term objectives with downside risk 50%
Director compensation in stock based on performance
If stock options, strike price, rise annually (above risk free)
Exec. Directors and managers should have significant stakes in the company
Protect nonshareholders constituencies but not with ‘corporate constituency laws’ directors should not fear. Copyright 2013
Copyright 2013 New York Stock Exchange – Listing Requirements v. NYSE Corporate Practice Board Committee Composition
CEO/CFO Certification of Finance
– Nonexecutive presiding
Corporate Governance Guidelines
Code of Conduct
Stock Option Plans
– Shareholder Approval
– Accounting rules
Copyright 2013 SarbanesOxley Law: Key Provisions CEO/CFO Attest to Financials
RealTime Disclosure of Material Events
Independent Audit Committee & Auditors – Rotate Audit...
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This document was uploaded on 01/28/2014.
- Winter '14