Compensation Committee Handbook

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John Wiley & Sons, 2004. gada 27. okt. - 352 lappuses
This Second Edition provides a comprehensive review of the issues facing compensation committees and covers functional issues such as organising, planning, and best practice tips. Compliance advice on the implications of Sarbanes-Oxley and other regulations is addressed along with new requirements on disclosures of financial transactions involving management and principal stockholders.

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Part Two Legal and Regulatory Framework
89
Part Three Practical Applications
201
Appendix A Selected SEC Rules Regulations Schedules and Forms
281
Appendix B List of Organizations and Periodicals
345
Appendix C List of Directors Colleges and Other Training Opportunities
358
Appendix D Annotated Form of Compensation Committee Charter
365
Appendix E Sample Compensation Committee Reports
380
Glossary
405
Bibliography
445
Index
455
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434. lappuse - security" means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, or, in general, any interest or instrument commonly known as a "security...
434. lappuse - ... security" or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
170. lappuse - employee welfare benefit plan'' and "welfare plan" mean any plan, fund, or program which was heretofore or is hereafter established or maintained by an employer or by an employee organization, or by both, to the extent that such plan, fund, or program...
332. lappuse - SX [§210.1-02(w) of this chapter], provided that all such subsidiaries making or receiving payments, when considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as defined in Rule 102(w).
169. lappuse - employee pension benefit plan" and "pension plan" mean any plan, fund, or program which was heretofore or is hereafter established or maintained by an employer or by an employee organization, or by both, to the extent that by...
332. lappuse - Payments where the rates or charges involved in the transaction are determined by competitive bids, or the transaction involves the rendering of services as a common contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; B. Payments that arise solely from the ownership of securities of the registrant and...
298. lappuse - ... specified in paragraph (a) of this section. No information need be given in response to any paragraph of this section as to any such transaction if the transaction has been reported in response to Item 404 of Regulation SK (§ 229.404 of this chapter).
173. lappuse - ... exit incentive or other employment termination program offered to a group or class of employees...

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Par autoru (2004)

JAMES F. REDA is President of James F. Reda and Associates. His areas of specialization are board of directors issues, corporate governance, senior executive employment arrangements, change-in-control metrics, business combinations, and long-term incentive arrangements for both public and private companies.

STEWART REIFLER is a shareholder at Vedder, Price, Kaufman & Kammholz, P.C., and heads the firm’s executive compensation practice in New York City. He negotiates and structures executive and director compensation arrangements for both companies and executives.

LAURA G. THATCHER is a partner with Alston & Bird LLP in Atlanta, Georgia and heads its executive compensation practice. With a background in securities and business law, she developed executive compensation as a separate specialty area of the firm’s tax practice in 1995 and now works exclusively in that area. Her practice includes working with public and private companies on the design and implementation of compensation programs, executive employment severance arrangements, change-in-control analysis, securities compliance, insider trading, public disclosure, and corporate governance issues.

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