This excerpt taken from the CBS DEF 14A filed Apr 13, 2007.
The following Compensation Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such information by reference.
The Compensation Committee Charter states that the primary purpose of the Compensation Committee is to discharge the responsibilities of the Board of Directors relating to the compensation of the Companys executive officers and other senior executives. The Compensation Committee also has overall responsibility for evaluating and making recommendations to the Board regarding overall compensation packages, equity-based and incentive compensation plans, policies and programs of the Company.
Under the Charter, the Compensation Committees authorities and duties include, among other things:
· Adopting and periodically reviewing the Companys philosophy, strategy and principles regarding the design and administration of the Companys compensation program;
· Reviewing and approving the total compensation packages for the Executive Chairman, the President and Chief Executive Officer, the Companys other executive officers, the operating unit heads who report directly to the President and Chief Executive Officer and other persons among the Companys most highly compensated executives (excluding Talent, as such term is currently used in the media or entertainment industries); and
· Overseeing the administration of the Companys incentive compensation plans (including the bonus plan for executives subject to Section 162(m) under the Code and equity compensation plans.
The Compensation Committee retains an independent compensation consulting firm to advise the Committee in its review of senior executive compensation. The consultant reports directly to the Compensation Committee.
The full text of the Compensation Committee Charter is available on the Companys website at www.cbscorporation.com. The Compensation Committee assesses the adequacy of its Charter at least every other year, or more frequently as the Committee may determine.
The Compensation Committee of the Board of Directors of CBS Corporation has reviewed and discussed with the Companys management the Compensation Discussion and Analysis (CD&A). As discussed in the CD&A, the Committee, in determining performance-based compensation for the named executive officers for 2006 including the annual bonus for 2006 performance under the Senior Executive STIP, took into account, in addition to the fact that the named executive officers met the pre-established performance goal, the following Company accomplishments:
· The Company delivered an attractive return on investment to shareholders by increasing its dividend payments by 43% from $.14 to $.20 per quarter, exceeding its earnings and cash flow financial targets, as well as significantly reducing potential shareholder dilution through the Voluntary Exchange Offer.
· Senior management aggressively and effectively positioned the Company in exploiting content on emerging platforms by strategically entering into digital media partnerships in key growing markets, including digital video, online music, Internet advertising, wireless markets and enhanced distribution which created new revenue streams for the Company.
· The Company continued to deliver high quality, broad appeal programming and content through its businesses as demonstrated by its top industry positioning in key viewer categories.
· Senior management continued to reshape the Companys portfolio mix through corporate restructuring, acquisitions and divestitures, including the formation of a new network, The CW, consolidation of Kingworld and CBS Paramount Television into a single CBS Television Distribution Group, sales of small market radio stations and Paramount Parks, as well as the acquisition of CSTV Networks, Inc.
· The Company continues to attract and retain executive and creative talent in each of its key businesses that drives the development of compelling media content.
Based on this review and these discussions, the Compensation Committee has recommended to the CBS Corporation Board of Directors that the CD&A be included in this proxy statement and incorporated by reference from this proxy statement into the Companys Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 1, 2007.