Because of our role as trusted advisors to boards of directors on executive compensation, we have developed a great deal of expertise and knowledge about effective – and ineffective - corporate governance. We are retained by boards and compensation committees to advise them on: (may need to re-order points)

• Best practices for compensation committees
• Exercising and demonstrating the legal standards of “good business judgment” and “reasonableness”
• Defining appropriate decision rights for the board, the committee and management
• Adopting and following a well defined annual calendar for decision making and oversight
• Preparing and reviewing annual proxy disclosure materials, including the Compensation Discussion and Analysis (CD&A)
• Getting the right data from management and consultants
• Making well informed decisions
• Defining and following a clear and appropriate compensation philosophy
• Defining and following principles and guidelines for exercising judgment in difficult situations and dealing with unexpected events

We provide these services either on a project basis or as part of an annual retainer. In either case, we report directly – and solely – to the board of directors.