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
the Committee. The Committee reviews the Companys (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 CEOs 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 CEOs 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 Committees discretion, and who do no work for management.