Compensation Committee Handbook [Paperback]

James F. Reda (Author)

Book Description

ISBN-10: 0471389803 | ISBN-13: 978-0471389804 | Publication Date: December 15, 2001 | Edition: 1

The Compensation Committee Handbook is a practical, how-to reference for providing requisite knowledge of a compensation committee?s role and responsibilities, best practices and business strategies, and fundamental operational procedures, including self-assessment. Every aspect is covered here, including forming a compensation committee with associated responsibilities, selecting and training members, conducting effective meetings, keeping members abreast of current trends and events, and providing the best compensation programs given a company?s short- and long-term business strategies. All the essential information regarding finance, compensation, legal issues, and the recruitment and training of directors is conveniently brought together in this single, easy-to-use volume.

Presented in four parts, the first section outlines the fundamental responsibilities of each compensation committee member, as well as the framework of accounting, tax, securities rules, and the basics of compensation programs. Section two covers five current issues: change-in-control agreements, option repricing, reload stock options, pooling of interests accounting, and new accounting rules. The third section examines strategies for positioning the compensation committee as a performance-enhancing tool. The final section is a comprehensive resource of rules and regulations, comparison charts to monitor progress, and resources to provide information and training to the committee.

Be it a small company forming a compensation committee or a large company that needs the latest strategies to help its board of directors? discharge fiduciary responsibility to the stockholders, The Compensation Committee Handbook is indispensable to corporate directors and compensation committee members, corporate secretaries, general counsel, CEOs, CFOs, and human resources executives.

Written in a practical style, this handbook provides comprehensive guidance to compensation committee members and their advisors on how to maximize the potential of the committee. It analyzes the latest trends in CEO compensation for small, mid- and large-sized businesses and helps compensation committees meld technical information with sound business judgement.

"Jim Reda has written an excellent and a remarkably thorough handbook for compensation committees of boards of directors. It is certain to become a well-worn volume on the bookshelves not only of compensation committee members, but also of CEO's, board chairmen, CFO's and corporate secretaries. I highly recommend this book to the 4000 members of the American Society of Corporate Secretaries. It is an indispensable guide and resource for good corporate governance."--(David W. Smith, President American Society of Corporate Secretaries, Inc.)

"Every board member is interested in how to be more efficient and effective in compensation decision-making. James Reda has impressive consulting and research credentials for enlightening directors on this matter. His new book presents both the fundamental concepts and practical strategies of 'best practices' compensation in a way that will boost the performance of any compensation committee."--(James Kristie, Editor Directors & Boards)

Editorial Reviews

Review

"This Reviewer...finds nothing to quarrel with in Reda's presentation of several hotly contested matters and strongly recommends the book." (Financial Analysts Journal, April/May 2003)

From the Inside Flap

Compensation Committee Handbook

Third Edition

In our post-Sarbanes-Oxley world, the compensation committee chair is widely considered the most difficult role on the board. The consequences of making bad compensation decisions can be severe, ranging from ill-advised legislative initiatives to shareholder revolts. Compensation Committee Handbook, Third Edition is a practical, how-to guidebook designed to help compensation committee members make sensible and defensible decisions at all times.

Covering functional issues such as organizing, planning, and best practice tips as well as compliance advice on the implications of Sarbanes-Oxley and other new regulations, Compensation Committee Handbook provides an indispensable, comprehensive review of the pertinent matters facing compensation committees.Recognizing that there is no single "correct" model for executive pay that will fit every business organization, the Handbook identifies applicable "best practices" that reflect current and pendingregulations that have emerged since the Second Edition, including:

• New SEC "Compensation Discussion and Analysis" disclosure requirements for compensation committees

• New GAAP rules on expensing of stock options and other stock-based compensation

• New IRS regulations on stock-based compensation

• New rules by the Financial Accounting Standards Board, the New York Stock Exchange, and the NASDAQ Stock Market

Compensation Committee Handbook, Third Edition will help compensation committee members better understand their duties and role, and to remind them of both the general and technical determinantsof good compensation committee decisionmaking. The book represents the cumulativeexperience of compensation committeemembers and the breadth of knowledge gained in careers as business executives, government officials, corporate board members, governance experts, compensationconsultants, and academics engaged in the study of business history and practices.

An invaluable resource for compensation committee members, board of directors, CEOs, COOs, CFOs, HR executives, and auditors, this practical, how-to road map provides an in-depth review and analysis of timely and relevant issues facing compensation committees at both public and privately held companies. --This text refers to the Hardcover edition.

See all Editorial Reviews

Product Details

• Paperback: 368 pages
• Publisher: Wiley; 1 edition (December 15, 2001)
• Language: English
• ISBN-10: 0471389803
• ISBN-13: 978-0471389804
• Product Dimensions: 9.2 x 6.2 x 1 inches
• Shipping Weight: 1.4 pounds
• Average Customer Review: 4.8 out of 5 stars  See all reviews (4 customer reviews)
• Amazon Best Sellers Rank: #734,005 in Books (See Top 100 in Books)
  • #46 in Books > Law > Specialties > Labor Law

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Customer Reviews

Most Helpful Customer Reviews

5 of 5 people found the following review helpful:

5.0 out of 5 stars A wealth of information presented in an organized, helpful, and readable manner, July 5, 2008

By 

Craig Matteson (Saline, MI) - See all my reviews
(TOP 500 REVIEWER)    (HALL OF FAME REVIEWER)    (REAL NAME)   

This review is from: The Compensation Committee Handbook (Hardcover)

Boards of Directors, and especially compensation committees within the board, are in a period of transition. They are required to be more independent from the company and its management than ever before, and the mega-compensation packages of CEOs is now getting more negative publicity, regulatory scrutiny, and public pushback. This valuable handbook can provide compensation committee members with helpful information on what to do and how to proceed in discharging their responsibilities.

The book has 15 chapters divided into three parts.

Part One describes what the compensation committee is and does. It also covers how the board should go about selecting and training the members of the compensation committee. CEO succession and evaluation is covered in a very helpful way as is the issue of director compensation (since they have so much more to do nowadays).

Part Two covers the legal and regulatory issues boards and committees face. It covers issues of corporate governance (from the board's point of view), disclosure of executive and director compensation, securities issues, tax rules and issues, accounting rules and issues, and ERISA and labor law, rules, and issues.

Part Three deals with the practical applications of these rules, regulations, and duties. It covers executive employment, severance, and change-in-control arrangements, incentive compensation, equity based compensation, executive pension-benefit, welfare-benefit, and perquisites. There is also a chapter dealing with option grants, the repricing of stock options, and if the company should "go dark", which is different than going private.

While not the most lively material, the authors do a great job of keeping it from becoming too dry or dusty. And if you need to know this material, you will love this book's organization and wealth of helpful information.

Reviewed by Craig Matteson, Ann Arbor, MI

3 of 3 people found the following review helpful:

5.0 out of 5 stars Worthwhile Reference Book, May 9, 2008

By 

ljm3764 (Houston, TX USA) - See all my reviews

This review is from: The Compensation Committee Handbook (Hardcover)

The Compensation Committee Handbook provides an excellent starting reference for concise summaries of a number of issues relating to executive compensation. Explanations are clear and succinct, and the footnotes cite relevant authority for further research and reading.

4 of 6 people found the following review helpful:

5.0 out of 5 stars AN EXCEPTIONALLY VALUABLE REFERENCE!, June 11, 2002

By 

Gerry Stern "Stern's Management Review Online" (Culver City, CA United States) - See all my reviews
(REAL NAME)   

This review is from: Compensation Committee Handbook (Paperback)

Written for compensation committee members and those who work with them, this text covers: information on the committee's responsibilities; ways to organize a committee; legal position of the committee; selection and training of members; a broad framework for accounting, tax, and securities rules; and the basics of compensation programs. It examines current issues on executive employment agreements, option repricing, reload stock options, pooling-of-interests accounting, and new accounting rules. It provides guidance, especially for small- to medium-sized companies. Includes detailed information on rules and regulations, comparison charts to monitor the progress against compensation strategies, an enormous glossary, and information and training resources geared to committee needs. This is a unique and exceptionally valuable reference for compensation subjects that require committee action. It has exceptional technical depth and clarity. As a compensation consultant myself, I highly recommend this book. James Reda has done an outstanding job!