This excerpt taken from the GIII DEF 14A filed May 1, 2009.
The purpose of the Compensation Committee is to establish and monitor the basic philosophies and policies governing the compensation of our directors and executive officers and to discharge the responsibilities of the Board relating to such compensation. The Compensation Committee, composed of Laura Pomerantz, Willem van Bokhorst and Richard White, is responsible for reviewing and discussing with management, and recommending to the Board the inclusion of, the Compensation Discussion and Analysis in our annual proxy statement. Mr. White
is the Chairman of the Compensation Committee. The Compensation Committee is also empowered to establish and review our compensation practices and policies and to recommend and/or set the compensation for our executive officers, as well as to authorize and approve employment agreements with our executive officers. In accordance with Nasdaq rules and the Compensation Committee Charter adopted by the Board of Directors, fiscal 2009 compensation of G-IIIs executive officers was determined by the Compensation Committee. The Compensation Committee consults with Morris Goldfarb, our Chairman and Chief Executive Officer, in connection with making its determinations regarding base salary and bonuses for all executive officers, excluding Morris Goldfarb and Sammy Aaron, whose base salaries and bonuses are determined by their respective employment agreements with us (in the case of Mr. Aarons bonus, subject to stockholder approval of Proposal No. 2, beginning in the fiscal year ending January 31, 2010, or fiscal 2010). The Compensation Committee relies to a large extent on the Chief Executive Officers evaluation of each executive officers performance and his recommendations in determining the amount and mix of the total compensation paid to our named executive officers.
In addition, the Compensation Committee is empowered to oversee and make all decisions regarding our 2005 Stock Incentive Plan. The Compensation Committee also may form and delegate authority to any subcommittee comprised solely of its members who are independent so long as such formation and delegation are in compliance with applicable law and Nasdaq rules. The Compensation Committee met seven times and acted three times by unanimous written consent during the year ended January 31, 2009. A current copy of the Compensation Committees charter is available in the About G-III section of our website at http://www.g-iii.com.