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This excerpt taken from the WDC DEF 14A filed Sep 28, 2009. Role
of the Compensation Consultant
The Compensation Committees practice has been to retain
compensation consultants to provide objective advice and counsel
to the Compensation Committee on all matters related to the
compensation of our executive officers and our compensation
programs generally. Mercer has been retained by the Compensation
Committee as its compensation consultant. The Compensation
Committees relationship with Mercer is reviewed annually
and has continued in fiscal 2009 with Mercer attending all
in-person meetings of the Compensation Committee held during the
year. Mercers responsibilities for fiscal 2009 generally
included, among other things:
Table of Contents
Mercer communicates regularly with management to gather
information and review management proposals, but reports
directly to the Compensation Committee. Mercer and certain of
its affiliates also provide welfare plan consulting, actuarial
and plan administration services to the company with respect to
the companys general employee benefit plans and programs.
However, Mercer has established and followed safeguards between
the executive compensation consultants engaged by the
Compensation Committee and the other service providers to the
company. Specifically, Mercer provides to the Compensation
Committee an annual update on Mercers financial
relationship with the company, as well as written assurances
that, within the Mercer organization, the Mercer consultant who
performs executive compensation services for the Compensation
Committee has a reporting relationship and compensation
determined separately from Mercers other lines of business
and from its other work for the company. These safeguards are
designed to help ensure that the Compensation Committees
executive compensation consultants continue to fulfill their
role in providing objective, unbiased advice.
This excerpt taken from the WDC DEF 14A filed Sep 23, 2008. Role
of the Compensation Consultant
The Compensation Committees practice has been to retain
compensation consultants to provide objective advice and counsel
to the Compensation Committee on all matters related to the
compensation of our executive officers and our compensation
programs generally. Mercer has been retained by the Compensation
Committee as its compensation consultant. The Compensation
Committees relationship with Mercer is reviewed annually
and has continued in fiscal 2008 with Mercer attending all
in-person meetings of the Compensation Committee held during the
year. Mercers responsibilities for fiscal 2008 generally
included, among other things:
Mercer communicates regularly with management to gather
information and review management proposals, but reports
directly to the Compensation Committee. Mercer and certain of
its affiliates also provide welfare plan consulting, actuarial
and plan administration services to the company with respect to
the companys general employee benefit plans and programs.
However, Mercer has established safeguards between the executive
compensation consultants engaged by the Compensation Committee
and the other service providers to the company. These safeguards
are designed to help ensure that the Compensation
Committees executive compensation consultants continue to
fulfill their role in providing objective, unbiased advice.
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