This excerpt taken from the WTW DEF 14A filed Mar 30, 2007.
Based on the foregoing objectives, the Compensation Committee has structured the Companys annual and long-term incentive-based cash and non-cash executive compensation to motivate the named executive officers to achieve the business goals set by the Company and to reward the named executive officers for achieving such goals. From time to time, the Compensation Committee has engaged outside human resources consulting firms, such as Hewitt Associates, to review the total compensation program for the Companys executives. The Compensation Committee also relies upon recommendations made by the Companys management regarding compensation for named executive officers other than the chief executive officer.
The Compensation Committee reviews and approves, or, if the situation warrants, recommends to the full Board of Directors for approval, all new executive compensation programs, including those for the named
executive officers and other key employees. As part of its review and establishment of the performance criteria and compensation of our named executive officers, the Compensation Committee meets separately at least on an annual basis with the chief executive officer, the Companys principal human resources executive, and other executives as it deems appropriate. The chief executive officer, the Companys principal human resources executive and such other executives as the chief executive officer deems appropriate annually review the performance of each of the named executive officers of the Company (other than the chief executive officer whose performance is reviewed by the Compensation Committee). The conclusions reached and recommendations based on these reviews, including with respect to salary adjustments and annual cash performance and stock-based award amounts, are presented to the Compensation Committee. The Compensation Committee exercises its discretion in modifying any recommended adjustments or awards to named executive officers.