This excerpt taken from the DVN DEF 14A filed Apr 24, 2009.
Role of the Committee and Senior Executive Officers
The Committee establishes our executive compensation philosophy and administers the overall executive compensation program. The Committee operates under a written charter approved by the Board of Directors. The Charter is available at www.devonenergy.com.
Each year, the Committee conducts an individual, in-depth interview of each senior executive officer to discuss the officers analysis of the Companys performance for the year and the performance within his area of responsibility. We believe this is a unique practice among compensation committees and a highly effective tool in the Committees oversight of the executive compensation process. In addition, the CEO and the President discuss with the Committee their evaluation of each senior executive officers performance, role, development, and potential to take on greater or different responsibilities. The CEO and President then make recommendations to the Committee for changes to compensation for senior executive officers. Neither the CEO nor the President makes any recommendation to the Committee regarding his own compensation.
The Committee considers the CEOs and the Presidents recommendations, the Committees own review of competitive market data, the Companys recent performance, the Committees interviews with senior executive officers, the independent compensation consultants input, and the Companys compensation philosophy. The Committee then determines whether to accept the CEOs and the Presidents recommendations of compensation for senior executive officers, and in a closed session without any senior executive officer present, sets the CEOs and the Presidents compensation.
Compensation decisions are further discussed in the Compensation Decisions in 2008 section below.