FLR » Topics » Organization and Compensation Committee

This excerpt taken from the FLR DEF 14A filed Mar 13, 2009.

Organization and Compensation Committee

        The current members of the Organization and Compensation Committee are Peter J. Fluor (Chair), Ilesanmi Adesida, Peter K. Barker, James T. Hackett, Kent Kresa, Joseph W. Prueher and Peter S. Watson. All current members qualify, and all members during 2008 qualified, as "independent" within the meaning of the listing standards of the New York Stock Exchange and the company's Corporate Governance Guidelines. The Organization and Compensation Committee held six meetings during 2008. Four of the six meetings included an executive session attended by the Committee and its

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independent compensation advisor. The two meetings that did not have an executive session were teleconferences. In 2008, the Organization and Compensation Committee took action by unanimous written consent on two occasions.

        The Committee has the ability, under its charter, to engage, retain and terminate the services of outside legal counsel, compensation consultants and other advisors. Frederic W. Cook & Co., Inc. serves as the Committee's independent compensation consultant to advise the Committee on all matters related to executive compensation. Frederic W. Cook & Co., Inc. was engaged by and reports directly to the Committee, and works directly on behalf of the Committee and with management including the human resources function under the direction of the Committee. The company, on behalf of the Committee, also engages Frederic W. Cook & Co., Inc. to conduct an annual review of its total compensation program for the Chairman and Chief Executive Officer and other senior management reporting to him. Specifically, the Committee engages Frederic W. Cook & Co., Inc. to complete a report benchmarking the senior executives against other executives with similar titles in order to assist the Committee in making compensation decisions. The 2008 compensation review provided the Committee with relevant market data and alternatives to consider when making compensation decisions in 2008 for the Chairman and Chief Executive Officer and other senior management reporting to him. Frederic W. Cook & Co., Inc. also provided verbal advice to the Committee at the meetings, attended executive sessions of the Committee to respond to questions, and had individual calls and meetings with the Chair of the Committee to provide advice and perspective on executive compensation issues. Frederic W. Cook & Co., Inc. does not perform any other services for the company.

        The Organization and Compensation Committee's primary responsibilities, which are discussed in detail within its charter, are to:

    review and monitor the company's top level organizational structure and senior management succession planning and recommend the appointment of corporate officers and group executive officers of the company's principal operating units;

    review and approve compensation strategy, set corporate goals and objectives relevant to the Chairman and Chief Executive Officer, corporate officers and group executive officers, evaluate the achievement of these goals and set compensation levels; and

    establish the base salary, incentive compensation and other compensation for the company's Chairman and Chief Executive Officer and review and approve the Chairman and Chief Executive Officer's recommendations for senior management reporting to him.

        Non-employee director compensation is reviewed by the Governance Committee.

        The Organization and Compensation Committee has the authority under its charter to delegate any portion of its responsibilities to a subcommittee denominated by it when appropriate, but did not do so in 2008.

        The charter of the Organization and Compensation Committee was amended in October 2008 and is available on the company's website at www.fluor.com under "About Fluor"—"Investor Relations"—"Corporate Governance"—"Corporate Governance Documents." The charter is also available in print for any shareholder who requests it from our Chief Legal Officer and Secretary at Fluor Corporation, 6700 Las Colinas Boulevard, Irving, Texas 75039.

        The responsibilities of our Organization and Compensation Committee and its activities during 2008 are further described in the "Compensation Discussion and Analysis" section of this proxy statement.

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This excerpt taken from the FLR DEF 14A filed Mar 14, 2008.

Organization and Compensation Committee

        The current members of the Organization and Compensation Committee are Peter J. Fluor (Chair), Ilesanmi Adesida, Peter K. Barker, James T. Hackett, Kent Kresa, Joseph W. Prueher and Peter S. Watson. All current members qualify, and all members during 2007 qualified, as "independent" within the meaning of the listing standards of the New York Stock Exchange and the company's Corporate Governance Guidelines. The Organization and Compensation Committee held seven meetings during 2007. Five of the seven meetings included an executive session attended by the Committee and its independent advisor. The two meetings that did not have an executive session were brief teleconferences. In 2007, the Organization and Compensation Committee took action by unanimous written consent on two occasions.

        Frederic W. Cook & Co., Inc. serves as the Committee's independent compensation advisor, and works directly on behalf of the Committee and in cooperation with management under the direction of the Committee. Frederick W. Cook & Co., Inc. does not perform any other services for the company. The Committee has the ability, under its charter, to engage, retain and terminate the services of outside legal counsel, compensation consultants and other advisors for advice.

        The Organization and Compensation Committee's primary responsibilities, which are discussed in detail within its charter, are to:

    review the company's organizational structure, functions of management and senior management succession planning and recommend the appointment of corporate officers and group executive officers;

    review and approve compensation strategy, set corporate goals and objectives relevant to the Chairman and Chief Executive Officer, other named executives and key employees, evaluate the achievement of these goals and set compensation levels; and

    establish the base salary, incentive compensation and other compensation for the company's Chairman and Chief Executive Officer and review and approve the Chairman and Chief Executive Officer's recommendations for senior management reporting to him.

        Non-employee director compensation is reviewed by the Governance Committee.

        The charter of the Organization and Compensation Committee is available on the company's website at www.fluor.com under "Investor Relations"—"Corporate Governance." The charter is also available in print for any shareholder who requests it from our Chief Legal Officer and Secretary at Fluor Corporation, 6700 Las Colinas Boulevard, Irving, Texas 75039.

        The responsibilities of our Organization and Compensation Committee and its activities during 2007 are further described in the "Compensation Discussion and Analysis" section of this proxy statement.

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This excerpt taken from the FLR DEF 14A filed Mar 7, 2007.

Organization and Compensation Committee

The current members of the Organization and Compensation Committee are Peter J. Fluor (Chair), James T. Hackett, Kent Kresa, Joseph W. Prueher and Peter S. Watson. All current members qualify, and all members during 2006 qualified, as “independent” within the meaning of the listing standards of the New York Stock Exchange and the company’s Corporate Governance Guidelines. The Organization and Compensation Committee held six meetings during 2006. Five of the six meetings included an executive session attended by the Committee and its independent advisor. The only meeting that did not have an executive session was a brief teleconference. In 2006, the Organization and Compensation Committee took action by unanimous written consent on three occasions.

Frederic W. Cook & Co., Inc. serves as the Committee’s independent compensation advisor, and works directly on behalf of the Committee and in cooperation with management under the direction of the Committee. Frederick W. Cook & Co., Inc. does not perform any other services for the company. The Committee has the ability, under its charter, to engage, retain and terminate the services of outside legal counsel, compensation consultants and other advisors for advice.

The Organization and Compensation Committee’s primary responsibilities, which are discussed in detail within its charter, are to:

·       review the company’s organizational structure, functions of management and senior management succession planning and recommend the appointment of corporate officers and group executive officers;

·       review and approve compensation strategy, set corporate goals and objectives relevant to the Chairman and Chief Executive Officer, other named executive officers and key employees, evaluate the achievement of these goals and set compensation levels; and

·       establish the base salary, incentive compensation and other compensation for the company’s Chairman and Chief Executive Officer and review and approve the Chairman and Chief Executive Officer’s recommendations for senior management reporting to him.

Non-employee director compensation is reviewed by the Governance Committee.

The charter of the Organization and Compensation Committee was amended in November 2006, and is available on the company’s website at www.fluor.com under “Investors”; “Corporate Governance”; “Board Committees.”  The charter is also available in print for any shareholder who requests it from our Chief Legal Officer and Secretary at Fluor Corporation, 6700 Las Colinas Boulevard, Irving, Texas 75039.

The responsibilities of our Organization and Compensation Committee and its activities during 2006 are further described in the “Compensation Discussion and Analysis” section of this proxy statement.

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