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This excerpt taken from the SMG DEF 14A filed Dec 20, 2006. Role
of the Compensation and Organization Committee
The Compensation and Organization Committee is made up of four
members of the Board of Directors, each of whom is
“independent” as that term is defined in the NYSE
Rules and any other standards of independence as may be
prescribed by applicable law, rule or regulation in respect of
the duties undertaken by
Table of Contents
the Committee. The Committee reviews the Company’s
(including Scotts LLC) corporate organizational structure
and succession planning as they relate to executive officers and
other key management and reviews and evaluates the performance
of these individuals. The Committee reviews and makes
recommendations to the Board regarding incentive compensation
plans and equity-based plans that are subject to Board approval.
It is also responsible for administering such plans and any
other plans that require administration by the Committee.
The Committee determines (either on its own or together with the
other independent directors, as directed by the Board of
Directors) the compensation philosophy and policies applicable
to the CEO, the other executive officers and other key
management employees of the Company. The Committee also
determines the corporate performance goals and objectives with
respect to compensation for the CEO, evaluates the CEO’s
performance in light of those goals and objectives, and approves
(either on its own or together with the other independent
directors, as directed by the Board) the CEO’s compensation
based on this evaluation. The Committee reviews and approves
decisions regarding compensation, equity grants, promotions,
special benefits and hiring and severance arrangements for the
non-CEO executive officers and other key management employees.
In reaching compensation decisions, the Committee reviews
information from a variety of sources, including proxy statement
surveys and industry surveys. In addition, the Committee has
retained independent compensation consultants and legal counsel,
whose services are provided at the Committee’s discretion,
and who do no work for management.
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