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This excerpt taken from the SMG DEF 14A filed Dec 19, 2008. Role
of Management in Compensation Decisions
While the Compensation Committee retains full oversight and
approval authority for all elements of executive compensation,
management, including the CEO, plays a significant role in the
compensation-setting process.
The CEO is responsible for conducting annual performance reviews
and establishing performance objectives for all of the other
NEOs, who in turn are responsible for conducting reviews and
establishing performance objectives for other key management
employees. As mentioned above, the Compensation Committee
establishes the annual performance objectives for the CEO and
completes an annual assessment of his performance. The
Compensation Committee believes that the performance evaluation
and goal-setting process is critical to the overall
compensation-setting process, because the personal performance
level of each NEO is one of the most heavily weighted factors
considered by the Compensation Committee when making
compensation decisions.
In conjunction with the Company’s outside consultants,
management conducts annual market surveys of the base salary
levels, short-term incentives and long-term incentives for the
CEO and each of the NEOs and
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other key management employees. Management’s goal in
conducting these surveys is to better understand competitive
compensation programs and trends, as reflected by the
Company’s compensation peer groups, as well as the level
and mix of compensation elements. The Compensation Committee
considers the survey information to help ensure that executive
compensation levels are competitive with the Company’s
compensation peer groups, which facilitates our ability to
retain and motivate key executive talent.
The CEO and the Executive Vice President, Global Human Resources
make specific recommendations to the Compensation Committee with
respect to each element of executive compensation for the NEOs
other than the CEO. These recommendations are based on their
assessment of the competitive market trends and the performance
level of the individual NEO. The Compensation Committee, with
the assistance of its compensation consultant, independently
evaluates these recommendations taking into account the
competitive market data, the overall performance level of each
NEO and our compensation guiding principles.
This excerpt taken from the SMG DEF 14A filed Dec 20, 2007. Role
of Management in Compensation Decisions
While the Compensation and Organization Committee retains full
oversight and approval authority for all elements of executive
compensation, management, including the CEO, plays a significant
role in the compensation-setting process.
The CEO is responsible for conducting annual performance reviews
and establishing performance objectives for all of the other
NEOs, who in turn are responsible for conducting reviews and
establishing
performance objectives for other key management employees. As
mentioned previously, the Compensation and Organization
Committee establishes the annual performance objectives for the
CEO and completes an annual assessment of his performance. The
performance evaluation and goal-setting process is critical to
the overall compensation-setting process since the personal
performance level of each executive is one of the most heavily
weighted factors considered when making compensation decisions.
In conjunction with the Company’s outside consultant,
management conducts annual market surveys of the salary levels,
short-term incentives and long-term incentives for the CEO and
each of the NEOs and other key management employees. Our goal in
conducting these surveys is to understand competitive
compensation programs and trends, as reflected by our
compensation peer group, as well as the level and mix of
compensation elements. The Compensation and Organization
Committee considers the survey information to help ensure that
executive compensation levels are competitive with the then
existing peer group, which facilitates our ability to retain and
motivate key executive talent.
Management makes specific recommendations to the Compensation
and Organization Committee with respect to each element of
executive compensation for the NEOs. These recommendations are
based on management’s assessment of the competitive market
trends and the performance level of the individual executive.
The Compensation and Organization Committee, with the assistance
of its compensation consultant, independently evaluates these
recommendations taking into account the competitive market data,
the overall performance level of the executive and our
compensation guiding principles.
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