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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 Director Independence CEO/CFO Certification of Finance Audit Committee: – Composition/qualifications – Responsibilities Executive Sessions – Non­executive presiding Corporate Governance Guidelines Code of Conduct Stock Option Plans – Shareholder Approval – Accounting rules Sanctions Copyright 2013 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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