This excerpt taken from the SMMX DEF 14A filed Apr 27, 2007.
The Compensation Committee and the full Board make all compensation decisions for the Companys actively-employed executive officers..
Management plays a significant role in the compensation-setting process. The most significant aspects of managements role are:
· evaluating employee performance;
· establishing business performance targets and objectives; and
· recommending salary levels and stock awards.
The Chief Executive Officer and Chief Financial Officer work with the Compensation Committee Chair in establishing the agenda for Compensation Committee meetings. Management also prepares meeting information for each Compensation Committee meeting as needed.
The Chief Executive Officer and Chief Financial Officer also participate in Compensation Committee meetings at the Committees request to provide:
· background information regarding the Companys strategic objectives;
· their evaluation of the performance of the executive officers (other than themselves); and
· compensation recommendations as to executive officers (other than themselves).
The conclusions reached and recommendations based on these reviews, including with respect to salary adjustments and annual award amounts, are presented to the Compensation Committee. The Compensation Committee evaluates separately the performance and compensation of the Chief Executive Officer and Chief Financial Officer, and has final discretion to modify any recommended adjustments or awards to executives.