華信惠悅-公司治理與高管薪酬(編輯修改稿)
2025-03-21 22:45 本頁面
【文章內(nèi)容簡介】 hareholder Concerns with Options: Pros and Cons ? Indexed options ? Premiumprice options ? Performancevested options ? Greater stock ownership ? Restricted stock units ? Cash long term incentive plans 12 Meanwhile in the Courts: The Repap Case ? New Chairman was a retired . lawyer。 no experience in Repap’s industry ? Summary of his contract: – A multimillion dollar ―market capitalization bonus‖ not linked to financial performance – Shares and options amounting to % of the pany’s stock – Immediate pension credits of 8 years – A ―single trigger‖ changeofcontrol severance package worth about $27 million ? Ontario Trial Court Judge set aside Chairman’s pensation agreement because the directors had not spent sufficient time analyzing and discussing the contract ? In doing so, she set aside the ―business judgment rule‖ that normally protects directors from being second guessed 13 YES, Executive pay is under the microscope, BUT ... Canadian and . Watson Wyatt studies* show that: – Higher CEO pensation opportunity is correlated with higher Total Shareholder Returns (TSR) – Higher CEO and Executive stock ownership is correlated with higher TSR, EPS, ROE, ROA – Higher stock option opportunity is also positively correlated with higher TSR, EPS, but – There is an optimal level of stock option ―overhang‖ above or below which shareholder value is eroded * “Corporate Governance In Crisis。 Executive Pay/Stock Option Overhang 2023” and “Monitoring Canadian CEO Pay and Performance, 2023”. 14 Enter the Compensation Committee... 15 15 Purpose of the Compensation Committee ? The primary purpose of the Compensation Committee of the Board is to determine and oversee the pensation policies of the anization ? Duties include: – Developing and setting pensation philosophy and policies – Deciding upon pensation levels and incentive opportunity levels for officers – Reviewing performance levels of pany and pensation mechanisms and levels – CEO performance evaluation – Management development and succession planning – Communication to the full Board – Compensation of the Board 16 Strategic Executive Compensation Framework Critical Factors Specific Executive Compensation Philosophy Strategic Implications on Programs, Po
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