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measures and goals ? Competitive benefits and perquisites Commitment to Communication ? Company’s philosophy on executive pensation ? Linkage between corporate strategies and rewards ? Objectives for program elements ? Processes for managing pay ? Performance measures that affect pensation ? Total pensation personalized munications 18 Strategic Implications on Programs, Policies, Practices Strategic Executive Compensation Framework ? Best understood element of pay ? Represents a significant portion of pensation opportunity ? Serves as an index for incentive and benefit values ? Affected by: ?Philosophy ?External petitiveness ?Internal considerations ?Incumbent experience and performance Base Salary ShortTerm Incentives ? Objectives ? Eligibility ? Award potentials ? Performance measures and goals ? Award determination ? Form/timing of payment ? Affected by: ?Company strategies ?Compensation philosophy ?Market values ?Measurement tools LongTerm Incentives ? Objectives ? Eligibility ? Award potentials ? Program vehicle(s) ? Performance periods, measures, and goals ? Retention elements ? Affected by: ?Company strategies ?Compensation philosophy ?Market petitiveness ?Availability of stock or equity substitute Benefits/ Perquisites ? Objectives for ?Health care ?Retirement ine ?Survivor ine ?Disability ine ?Deferred pensation ? Affected by: ?Company strategies ?Compensation philosophy ?Statutory considerations ?Perceived value 19 Watson Wyatt’s View ? In the final analysis, executive pensation arrangements must reflect good governance principles ? Strength and independence of the Board is key ? Credible and consistent pensation data and advice is crucial ? Accountability to owners and transparency is more important than sophistication of design and tax advantages ? Options will continue to be used, but more prudently 20 Practical Things to Review 1. Where is your stock option dilution level relative to the market and institutional shareholder fort levels? 2. What is your executive pay mix? 3. Have you disclosed your executive pensation policies to your shareholders in the manner required by the regulators? 4. What imp