This excerpt taken from the IFF DEF 14A filed Mar 10, 2009.
Our Compensation Committee is responsible for establishing executive officer compensation, for making recommendations to the full Board concerning chief executive officer and director compensation and for overseeing the compensation and benefit programs for other employees.
Processes and Procedures Regarding Compensation
Role of the Compensation Committee
Under our Compensation Committees charter, the Compensation Committee has responsibility to assist the Board in ensuring that long term and short term compensation provide performance incentives to management, and that compensation plans are appropriate and competitive and reflect the goals and performance of management and the Company. As discussed in more detail under the heading Compensation Discussion & Analysis beginning at page 27, the Compensation Committee considers, as appropriate and as contemplated by Company policies, plans and programs, Company-wide performance against applicable annual and long-term performance goals pre-established by the Compensation Committee. If the Compensation Committee deems it appropriate, it may delegate any of its responsibilities to one or more Compensation Committee members or subcommittees.
The Compensation Committee works with the Board, the Nominating and Governance Committee and the Companys senior management and meets regularly in executive session, without Company management present. The Compensation Committee establishes an annual schedule for matters to be considered by it, including approving our senior executives performance objectives and taking compensation actions. The Compensation Committee makes recommendations to the Board concerning the compensation and benefits of non-employee directors, after reviewing and considering recommendations from management and/or its independent compensation consultant, and makes recommendations to the Board regarding the chief executive officers compensation. The Compensation Committee also reviews and adopts, and where necessary or appropriate, recommends for Board and/or shareholder approval, our compensation and benefits policies, plans and programs and amendments thereto, taking into account economic and business conditions, and comparative/competitive compensation and benefit performance levels. Eligible employees and the type, amount and timing of compensation and benefits under our compensation and benefits policies, plans and programs also are determined by the Compensation Committee. In fulfilling its responsibilities, the Compensation Committee conducts or authorizes studies and surveys on compensation practices in relevant industries to maintain the Companys competitiveness and ability to recruit and to retain highly qualified personnel. At least every two years, with the assistance of an experienced independent compensation consultant, the Compensation Committee conducts a survey of comparative/competitive executive officer
compensation. The Compensation Committee is authorized to retain compensation consultants or advisors to assist it in evaluating CEO, senior executive and outside director compensation. The Compensation Committee has the sole authority to retain and to terminate any such consultants or advisors, including the sole authority to approve their fees and other retention terms. The Compensation Committees independent compensation consultant for 2008 was W.T. Haigh & Company.
Role of Compensation Consultants
As discussed in more detail in this Proxy Statement under the heading Compensation Discussion & AnalysisRole of Outside Advisors and Management at page 32, the Compensation Committee directly engaged W.T. Haigh & Company as its independent expert compensation consultant to conduct a benchmarking survey in 2008. The Compensation Committee also directly engaged W.T. Haigh & Company for recommendations on executive and non-employee director compensation in 2008. Our CEO and our Senior Vice President, Human Resources work with the Compensation Committee and the Committees independent compensation consultant. Management also retains its own outside compensation consultants. In 2008, management retained Steven Hall & Partners for advisory services in connection with executive compensation plans, including the Companys post-employment benefits, and Buck Consultants for actuarial work, plan structure and similar services for the Companys retirement plans. With the assistance of management and W.T. Haigh & Company, our Compensation Committee recommends changes to the compensation and benefits of non-employee directors that it deems appropriate to the full Board.
Role of Management
Our Compensation Committee relies on management for legal, tax, compliance, finance, and human resource recommendations, data and analysis for the design and administration of the Companys compensation, benefits and perquisite programs for our senior executives. The Compensation Committee combines this information with the recommendations and information from its independent compensation consultant.
Our CEO and Senior Vice President, Human Resources, and Senior Vice President, General Counsel and Secretary or Vice President, Deputy General Counsel and Assistant Secretary generally attend Compensation Committee meetings. Our CEO does not participate in making decisions for his own compensation. CEO performance and compensation are discussed by the Compensation Committee in executive session, with advice and participation from the Companys independent compensation consultant where and as requested by the Committee. Our CEO and Senior Vice President, Human Resources, without the presence of any other members of senior management, actively participate in the performance and compensation discussions for our senior executives, including making recommendations to the Compensation Committee as to the amount and form of compensation. Our CEO and Senior Vice President, Human Resources discuss the appropriate form and amount of non-employee director compensation with the Compensation Committee for consideration in preparing that Committees recommendation to the Board.