|
|
 | | | |
- close
- close
- close
- close
This excerpt taken from the AN DEF 14A filed Apr 28, 2006. LEADERSHIP
EVALUATION
Evaluating
Board Performance
The Board shall be responsible for annually conducting a
self-evaluation of the Board as a whole and of the Board
committees. The Corporate Governance Committee shall be
responsible for establishing the evaluation criteria, including
for determining whether the Board and Board committees are
functioning effectively, and implementing the process for such
evaluation.
Board
Compensation
The Compensation Committee shall review on an annual basis an
independent analysis of director compensation practices at other
U.S. public companies of comparable size and scope to the
Company. The Company’s director compensation program should
be designed to attract and retain Directors who have the talent
and experience necessary to advance the Company’s long-term
interests, with the general objective of providing Directors
with compensation that is customary in comparison to practices
at similar companies. The Company’s director compensation
program should also include appropriate compensation for
committee chairs and members, in light of their additional
commitment and contribution to the Company and the Board.
Changes in director compensation, if any, should come at the
suggestion of the Compensation Committee, but with full
discussion and concurrence by the Board.
CEO
Evaluation
The Compensation Committee is responsible for setting annual and
long-term performance goals for the CEO and for evaluating his
performance against such goals (except for matters expressly
delegated to the Executive Compensation Subcommittee). The
Compensation Committee meets annually with the CEO to receive
his recommendations concerning such goals. The chair of the
Compensation Committee then meets with the CEO to evaluate his
or her performance against such goals. The Compensation
Committee also is responsible for setting annual and long-term
performance goals and compensation for, and evaluating the
performance against such goals by, the other senior executive
officers of the Company (except for matters expressly delegated
to the Executive Compensation
AutoNation, Inc.
Corporate
Governance Guidelines
Table of Contents
Subcommittee). Both the goals and the evaluation for the CEO and
other senior executive officers of the Company are then
submitted for consideration by, and input from, the outside
Directors of the Board at a meeting of that group.
Succession
Planning and Management Development
The CEO will report annually to the Board on the Company’s
program for succession and management development. CEO
succession is a Board-driven, collaborative process. Although
the current CEO has an important role to play, the Board must be
responsible for the plan for succession while collaborating with
the CEO in deciding the timing and the necessary qualifications
for making a final decision.
|
| |||||||
