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This excerpt taken from the PBG DEF 14A filed Mar 31, 2006. The Compensation and Management Development
Committee. The Compensation and
Management Development Committee acts under a written charter
that has been approved by the Board of Directors and complies
with the NYSE corporate governance rules. The charter is posted
on the PBG website at http://www.pbg.com under Investor
Relations-Company Information-Corporate Governance and is
available in print to any PBG shareholder upon request. The
Compensation and Management Development Committee’s primary
responsibilities are to: (i) ensure that the Company’s
executive compensation programs are appropriately competitive,
support organization objectives and shareholder interests and
provide linkage between compensation and both individual and
company performance; (ii) approve and, where appropriate,
recommend to the shareholders for approval annual and long-term
executive compensation plans and any changes in such plans;
(iii) in cooperation with the Nominating and Corporate
Governance Committee, advise the Board in its evaluation of the
performance of the Chairman and CEO and approve the base salary
of the Chairman and CEO; (iv) approve annual performance
goals and objectives and maximum annual incentive awards for the
Chairman and CEO and the other named executive officers
identified in the Summary Compensation Table of this Proxy
Statement (the “Covered Executives”); (v) certify
year-end performance and determine annual incentive awards for
the Covered Executives; (vi) evaluate the performance of
the other executive officers and approve their base salaries;
(vii) approve the aggregate amount for annual incentive
awards; (viii) review performance targets and goals for
annual incentive awards to other executives and approve the
aggregate award pool for such executives; (ix) approve
long-term compensation awards; (x) establish Chairman and
CEO and key executive succession planning and review management
development plans for key executives; and (xi) report to
shareholders in the proxy statement on those matters required by
SEC rules. The Compensation and Management Development Committee
retains an independent compensation consultant to assist the
Committee in carrying out its responsibilities, and the
Committee annually assesses its own performance and
effectiveness. The Compensation and Management Development
Committee held four regular meetings and two telephonic meetings
during fiscal 2005. Each regular meeting included an executive
session with only non-management Directors and the
Committee’s independent compensation consultant present.
The report of the Compensation and Management Development
Committee is included on page 16.
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