The Compensation Committee Handbook, Second Edition is an indispensable resource to all compensation committee members navigating through the corporate governance world following Enron, WorldCom, and Sarbanes-Oxley. It is a practical, how-to reference providing in-depth review and analysis of timely and relevant issues facing compensation committees at both public and privately held companies, including: New securities laws and regulations impacting director independence, committee processes, and disclosure New accounting rules and tax laws necessitating a redesign of executive compensation programs New insights into director compensation and protections against liability New perspectives on the traditional duties required of corporate directors, as viewed through recent shareholder litigation in the Delaware courts This Second Edition also covers in detail such topics as who should be on the compensation committee, how compensation committees should function, guidelines for responsible performance, and some of the 'tools' that compensation committees must use in order to fully and properly perform their jobs. Specific chapters are devoted to: CEO evaluations Short-term and long-term incentive compensation plans Equity-based compensation Employment, severance, and change-in-control arrangements Pension-benefit, welfare-benefit, and perquisite programs All the essential information regarding finance, compensation, legal issues, and the recruitment and training of directors is succinctly and conveniently brought together in this single, easy-to-use volume. The coauthors of this new edition are nationally recognized experts in the world of executive compensation and corporate governance. Written in a straightforward, practical manner, this updated handbook provides focused guidance to compensation committee members and their advisors on how to maximize the committee's potential, whether at a large public company or a small private company. The Compensation Committee Handbook, Second Edition will help all compensation committee members, as well as CEOs, COOs, CFOs, human resource officers, general counsel, and corporate secretaries succeed in melding highly complex technical information and concepts with both corporate governance principles and sound business judgment.