This excerpt taken from the POR DEF 14A filed Apr 3, 2009.
Compensation Discussion and Analysis
This section is intended to inform our shareholders about our 2008 executive compensation program, particularly as it relates to the following individuals, who were our named executive officers in 2008:
The Compensation and Human Resources Committee (Compensation Committee) oversees the compensation of our executive officers. Each year the Compensation Committee reviews the performance of the executive officers and establishes base salaries and incentive awards. The committee also regularly reviews the companys executive compensation programs and makes changes or recommends changes to the full Board of Directors. The report of the Compensation Committee relating to this Compensation Discussion and Analysis can be found on page 25 under the heading Compensation and Human Resources Committee Report. Additional information concerning the Compensation Committee is on page 15 under the subheading Compensation and Human Resources Committee and on page 17 under the subheading Compensation Committee Interlocks and Insider Participation.
The companys executive officers do not set executive pay. On many compensation matters, however, our management provides information and recommendations to the Compensation Committee, particularly in areas requiring detailed knowledge of company operations and the utility industry. In 2008, several members of our management team assisted the committee with the development of performance goals for incentive awards. Ms. Fowler and Mr. Piro provided input on financial and operating results and the individual performance of the other executive officers. Our CEO does not make recommendations to the committee regarding his or her own compensation.
The Compensation Committee selected and retained an outside compensation consultant, Watson Wyatt Worldwide (Watson Wyatt), to assist with the development of the companys executive compensation program. The committee has adopted a policy that executive compensation consultants may not be retained to perform other services for the company without the express permission of the committee. In 2008, Watson Wyatt provided input to the committee on compensation trends, appropriate comparison companies and market survey data. Watson Wyatt also assisted management in preparing recommendations to the committee regarding salaries, performance goals for the incentive award programs and other aspects of executive compensation.
The goals of the companys executive compensation program are to attract and retain highly qualified and motivated executives and to provide them with incentives to advance the interests of the companys key
constituents: our shareholders, our customers and the communities we serve. In attempting to accomplish these goals, the Compensation Committee is guided by the following principles: