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Board of Director Development and Compensation
Board of Director Development and Compensation,
Third Edition, November 2005, addresses total director pay elements,
board member performance evaluation, board and committee structure,
current governance issues, director liability, and illustrates various
director pay models.
Following is the Table of Contents and Topics:
| Section I: Introduction | |
| Evolutionary Events; Early Director Compensation Practices: 1933 To 1960; "The Evolution Of Director Compensation"; The Reasonableness Or "Fairness" Standard; The Sarbanes-Oxley ("SOX") Effect; How And Why Should Outside Directors Be Paid?; Typical Director Compensation Models; Council Of Institutional Investors ("CII"); Total Director Pay Package Annual Value Tally Sheet; General Model Of Director Characteristics And Compensation; Compensation Element Effectiveness Summary; Director Liability Under The Securities Acts; Inappropriate Use Of Surveys; Director Total Remuneration Package; Director Compensation Elements; "Daring Directors Adopt Controversial Options"; Insider Trading Restrictions; How To Assure Director Compensation Reasonableness; Length Of Treatment Of Subject In Minutes; Suggested Resource Organizations And Publications | |
Section II: Published Director Pay Surveys And Public Company SEC Filing Disclosures And Analysis |
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| Introduction; The American Bar Association Corporate Director's Guidebook; Sunoco Inc.'s 8-K Filed On September 8, 2005; Processes Needed To Support Director Decisions; Reliance On Information Furnished By Others; National Association Of Corporate Directors ("NACD") Director Compensation Report, 2005 Edition; 2005 AON Survey Of 1,475 Public Companies; Frederic W. Cook & Co., Inc. Director Compensation, NASDAQ 100 vs. NYSE 100, September 2005; Canadian Practices; Korn/Ferry International Annual Board Of Directors Study Supplement On Technology; Ernst & Young 2005 Compensation And Entrepreneurship Report; Advanced-HR, Inc., Board Of Directors Report; Watson Wyatt Data Services 2004/2005 Prevalent Practices; WorldatWork/Towers Perrin Outside Director Pay And Practices; The Conference Board Survey Of Directors' Compensation And Board Practices; Spencer Stuart U.S. Board Index; Mellon Human Resources Survey Of Board Of Directors Compensation; 2005 Executive Compensation Advisory Services Survey; Pearl Meyer & Partners Director Compensation Survey; WorldatWork/Towers Perrin Outside Pay And Practices Stock Ownership Guidelines For Directors; Frederic W. Cook & Co. Survey Of Stock Ownership Policies; Syzygy Consulting Group Pre-IPO And Private Company Survey Results; Presidio Pay Advisors 2005 Board Of Directors Compensation Survey, West Region - Regional Banks; Expanded SEC Disclosure Rules; SEC Disclosure Rules: Instruction To Item 402(g)(8); Other Important SEC Reporting Requirements; Competitive Comparisons; Directors' Compensation Survey Summary; Board And Committee Meeting Frequency; Peer Group Company Stock Option Grants As A Percentage Of Total Common Shares Outstanding; Peer Group Company Stock Option "Values"; Peer Group Company Chair Premiums; Proctor & Gamble 2005 Proxy Statement To Shareholders; ExxonMobil Corporation Proxy Dated 4/13/05; Director Compensation Survey Sources | |
Section III: Compensable Factors |
|
| Introduction; New York Stock Exchange Listed Company Manual Section 303A.09: Corporate Governance Guidelines Regarding Director Compensation; NYSE Independence Requirements For Directors; NASDAQ/AMEX Independence Requirements For Directors; PricewaterhouseCoopers LLP Publication: Shareholder Questions - 2005; Special Consideration For Board Leadership; Illustrative Board/Committee Structure; Example Of Director Independence Categorical Standards; Qualifications For Director Candidates; Exhibit "A" To Corporate Governance Guidelines, Director Independence Standards; Useful And Ongoing Resources; References And Suggested Readings | |
Section IV: Director Performance Assessment |
|
| Evaluating Director Performance; Percentage Of Companies That Formally Evaluated Their Boards; New York Stock Exchange Listed Company Manual Rules 303A.05 - Compensation Committee; 303A.06 - Audit Committee And 303A.09 - Corporate Governance Guidelines; Board Of Directors' Evaluation Policy; Excerpts Reprinted From Directorship: Significant Issues Facing Directors, "Making The Grade: CEO And Director Performance Evaluations"; References And Suggested Readings; Addendum: Sample Board/Committee Evaluation Forms | |
Section V: Director Deferred And Equity Participation Plans |
|
| Deferral Opportunities/Tax Efficiency; Comparative Approaches To Retirement And Deferred Plans; American Jobs Creation Act; Specific Implications Of Internal Revenue Code Section 409A To Some Director Pay Elements; Treasury And IRS Proposed Regulations On Deferred Compensation; Some Representative Actions Needed To Comply With 409A; Change-In-Control Protection; Addendum To The XYZ Company, Inc., 2005 Directors' Stock Incentive Plan; Social Security Considerations; Director Pay Program Structure; Stock Plan Design Concepts; Comparative Effectiveness Of Equity Alternatives; Accounting Treatment: P&L Expense Recognition; Types Of Restricted Stock; Comparison Of Restricted Stock Grants And Restricted Stock Units; Directors' Equity Incentive Participation Plan Executive Summary; Securities Regulatory Requirements; Securities and Exchange Commission Equity Compensation Disclosure Rules; Director Stock Option Expense; Illustrative Restricted Stock Plan For Directors; Unique Director Pay Practices; Director Consulting Services; References And Suggested Readings | |
Section VI: Board Leadership Roles And Industry Sector Models |
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| Introduction; Typical Board Leadership Structure; Board Leadership Models; Boardroom Development; Separate (Non-Executive) Chairman; Summary Of Chairman Duties/Responsibilities; Lead Or Presiding Director; Summary Of Lead Director Duties/Responsibilities; Lead Director Shareholder Proposal Submitted By CalPERS; Advisory Board Members; Suggested Functional Structure; Venture Capital-Backed Companies; The Private Company: Family Ties; Financial Service Companies; High Technology; Not-For-Profits (Tax-Exempts): Pay To Serve?; Exempt Organization Reference Chart; Sample Conflict-Of-Interest Policy; Resources, References, And Suggested Readings | |
| Section VII: Director Liability And Indemnification | |
| Introduction; Varying Risk Levels;
Illustrative Article Of Incorporation Clause For Providing Indemnification;
Section 102: So-Called "Liability Shields"; Section
145: Corporate Indemnification; Supreme Court Rulings; Policy
Exclusions; Legal Authorization To Purchase Insurance; Common
Questions By Directors; D&O Liability Insurance Underwriting Considerations;
D&O Underwriting Submission List; D&O Submission - Corporate Financial
Data And Ratios; Director Liability Legislation; Potential Director
Liabilities For SEC Filings; Regular Risk Assessment; Conclusion;
Relevant Cases Regarding D&O/Indemnification; References And Suggested
Readings; Addendum: Indemnification Agreement For Officers And
Directors And Memorandum Outlining Insider Trading Liabilities
Under Rule 10b-5 |
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