This excerpt taken from the UNH DEF 14A filed Apr 28, 2008.
Executive Compensation Program Development
Management periodically makes recommendations to the Compensation Committee with respect to changes to the executive compensation philosophy, objectives, program elements, proportion of program elements and total compensation levels for our named executive officers.
Managements recommendations are reviewed with Mr. Hemsley, and are supported by external compensation data and analyses prepared by managements executive compensation consultant, Hewitt Associates. Mr. Hemsley does not, however, make recommendations regarding or participate in the determination of his own compensation.
The Compensation Committee accepts or modifies the executive compensation program changes recommended by management, based on the information provided by management, input from its advisor Semler Brossy and the exercise of its judgment and authority.
This structure of governance over our executive compensation practices, programs and policies helps ensure that decisions are: